Current Report Filing (8-k)
May 23 2016 - 8:06AM
Edgar (US Regulatory)
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 19, 2016
FORM Holdings Corp.
(Exact Name of Registrant as Specified
in its Charter)
Delaware
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001-34785
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20-4988129
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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780 Third Avenue, 12
th
Floor,
New York, NY 10017
(Address of Principal Executive Offices
and Zip Code)
Registrant’s telephone number,
including area code: (212) 309-7549
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:
¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Item
5.02
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Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
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(d)
On May 19, 2016, upon
the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of
FORM Holdings Corp. (the “Company”), the Board appointed Mr. Salvatore Giardina as a member
of the Company’s Board effective immediately. Mr. Giardina will serve as a member and the chairman of the Company’s
Audit Committee, effective immediately, to hold such office until his successor is duly elected and qualified. As a non-employee
director, Mr. Giardina is entitled to receive cash compensation and grants of stock options, restricted stock units or other equity
awards in accordance with the arrangements in effect for non-employee directors of the Company and chairman of the Audit Committee.
The Company is not
aware of any transaction in which Mr. Giardina has an interest requiring disclosure under Item 404(a) of Regulation S-K.
There are no arrangements
or understandings between Mr. Giardina and any other person pursuant to which he was selected as a director.
In addition, on May
19, 2016, the Board appointed current serving director Mr. Donald E. Stout as a member of the Company’s Audit Committee,
effective immediately, to hold office until his successor is duly elected and qualified.
With the appointments of Messrs. Giardina
and Stout to the Company's Audit Committee, the Company was notified by The NASDAQ Stock Market LLC that the Company has regained
compliance with the requirements for continued listing on The NASDAQ Capital Market set forth in Listing Rule 5605(c)(2) of The
NASDAQ Stock Market LLC.
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 thereunto duly authorized.
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FORM Holdings Corp.
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By:
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/s/ Andrew D. Perlman
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Name:
Title:
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Andrew
D. Perlman
Chief Executive Officer
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Date:
May 23, 2016
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