UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2017
LEAF GROUP LTD.
(Exact name of Registrant as specified in its charter)
Delaware |
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001- 35048 |
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20-4731239 |
(State or other jurisdiction |
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(Commission File No.) |
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(I.R.S. Employer |
1655 26th Street |
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90404 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (310) 656-6253
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 17, 2017, Leaf Group Ltd. (the Company) held its Annual Meeting of Stockholders (the 2017 Annual Meeting). At the 2017 Annual Meeting, 18,965,716 shares were represented in person or by proxy, constituting approximately 94.21% of the Companys outstanding shares as of March 20, 2017, the record date for the 2017 Annual Meeting. At the 2017 Annual Meeting, the following four proposals were submitted to the stockholders and the Companys inspector of elections certified the vote tabulations indicated below. For more information about the proposals, please refer to the definitive proxy statement for the 2017 Annual Meeting filed by the Company with the Securities and Exchange Commission on March 24, 2017 (the Proxy Statement).
Proposal 1 - Election of Directors
The individuals listed below were each re-elected to serve on the Companys board of directors (the Board) for a three-year term expiring at the Companys 2020 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified.
Nominee for Director |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Percentage of Shares |
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John Hawkins |
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15,899,072 |
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334,675 |
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2,731,969 |
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97.94% |
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Brian Regan |
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15,897,652 |
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336,095 |
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2,731,969 |
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97.93% |
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Jennifer Schulz |
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15,905,172 |
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328,575 |
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2,731,969 |
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97.98% |
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Proposal 2 - Ratification of the Independent Registered Public Accounting Firm
Proposal 2 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017. This proposal was approved.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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Percentage of Shares |
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18,915,337 |
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48,846 |
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1,533 |
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99.73% |
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Proposal 3 - Advisory (Non-Binding) Say-on-Pay Vote to Approve Executive Compensation for 2016
Proposal 3 was a management proposal to adopt a say-on-pay resolution approving, on a non-binding advisory basis, the compensation of the Companys named executive officers, as described in the Proxy Statement. This proposal was approved.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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Percentage of Shares |
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13,682,697 |
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2,547,253 |
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3,797 |
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2,731,969 |
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84.28% |
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Proposal 4 - Advisory (Non-Binding) Vote Regarding the Frequency of Future Stockholder Votes on Executive Compensation
Proposal 4 was a management proposal to have stockholders indicate, on a non-binding advisory basis, how frequently they believe the Company should seek an advisory say-on-pay vote on executive compensation. Votes on the frequency of future say-on-pay votes were as follows:
One Year |
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Two Years |
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Three Years |
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Abstentions |
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Broker Non-Votes |
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7,026,742 |
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631,602 |
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6,964,419 |
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1,610,984 |
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2,731,969 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 18, 2017 |
LEAF GROUP LTD. | |
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By: |
/s/ Daniel Weinrot |
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Daniel Weinrot |
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Executive Vice President and General Counsel |