Current Report Filing (8-k)
January 17 2019 - 4:32PM
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): January 15, 2019
ZEDGE, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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1-37782
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26-3199071
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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22 Cortlandt Street (14
th
Floor), New York, NY
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10007
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code: (330) 577-3424
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 (see General Instruction A.2. below):
☐
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
☒
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. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders.
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(a) Zedge,
Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 15, 2019 (the “Meeting”).
Stockholders voted on the matters set forth below.
(b) (1) A majority of the votes present
or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the
election of each of the Board of Directors nominees named in the Proxy Statement of the Company.
The nominees for election to the Board of Directors
were elected, each for a one-year term, based upon the following votes:
Nominee
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Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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% Votes For
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Todd Feldman
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1,934,618
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36,798
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2,820
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361,886
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82.81
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Mark Ghermezian
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1,934,549
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36,892
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2,795
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361,886
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82.81
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Elliot Gibber
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1,934,651
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36,765
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2,820
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361,886
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82.81
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Howard Jonas
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1,867,474
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105,899
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863
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361,886
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79.94
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Michael Jonas
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1,863,922
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107,494
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2,820
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361,886
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79.79
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(2) A majority of the votes present or
represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the
approval of an amendment to the Company’s 2016 Stock Option and Incentive Plan that
would
modify the terms of the automatic annual compensation payable to independent, non-employee directors to $30,000, instead of $50,000,
to be paid one-half on each January 5
th
and one-half on each July 5
th
for the prior six months, payable in cash or fully vested shares of the Company’s restricted Class B common stock as determined
by the Company.
The number of votes cast with respect to this
matter was as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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% Votes For
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1,938,469
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35,177
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590
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361,886
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82.98
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(3) A majority of the votes present or
represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with
the
ratification of the appointment of Mayer Hoffman McCann CPAs, the New York Practice of Mayer Hoffman McCann P.C. as the Company’s
independent registered public accounting firm for the fiscal year ending July 31, 2019.
The number of votes cast with respect to this
matter was as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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% Votes For
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2,299,121
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29,441
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7,560
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0
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98.42
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SIGNATURE
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.
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ZEDGE, INC.
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By:
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/s/ Jonathan Reich
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Name:
Title:
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Jonathan Reich
Chief Financial Officer
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Dated:
January 17, 2019
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