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): June 6, 2019

______________

Dolphin Entertainment, Inc.

(Exact Name of Registrant as Specified in Its Charter)

______________


Florida

001-38331

86-0787790

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)


2151 Le Jeune Road, Suite 150-Mezzanine

Coral Gables, FL 33134

(Address of Principal Executive Offices) (Zip Code)


(305) 774-0407

(Registrant’s Telephone Number, Including Area Code)


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:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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   ¨

 


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.  ¨


Securities registered pursuant to Section 12(b) of the Act:  


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.015 par value per share

DLPN

The Nasdaq Capital Market

Warrants to purchase Common Stock,
$0.015 par value per share

DLPNW

The Nasdaq Capital Market

 

 

 




 



ITEM 5.07

Submission of Matters to a Vote of Security Holders.


On June 6, 2019, Dolphin Entertainment, Inc., a Florida corporation (the “ Company ”), held its 2019 Annual Meeting of Shareholders (the “ Annual Meeting ”). The final voting results for each of the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:


Proposal 1:

Election of the directors named below, each of whom will serve until the Company’s 2020 Annual Meeting of Shareholders.


 

Votes “For”

 

Votes “Withheld”

 

Broker Non-Votes

William O’Dowd, IV

5,837,693

 

23,175

 

3,351,341

Michael Espensen

5,814,186

 

46,682

 

3,351,341

Nelson Famadas

5,813,573

 

47,295

 

3,351,341

Allan Mayer

5,837,693

 

23,175

 

3,351,341

Mirta A. Negrini

5,828,022

 

32,846

 

3,351,341

Nicholas Stanham, Esq.

5,814,186

 

46,682

 

3,351,341

Anthony Leo

5,843,245

 

17,623

 

3,351,341

Claudia Grillo

5,843,243

 

17,625

 

3,351,341

Charles Dougiello

5,837,693

 

23,175

 

3,351,341


Proposal 2:

Ratification of the appointment of BDO, USA LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year.


Votes “For”

 

Votes “Against”

 

Abstentions

 

Broker Non-Votes

9,152,529

 

46,616

 

13,064

 









 


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.


 

DOLPHIN ENTERTAINMENT, INC.

 

 

 

 

 

Date:  June 7, 2019

By:  

/s/ Mirta A. Negrini

 

 

Name:

Mirta A. Negrini

 

         

Title:

Chief Financial and Operating Officer

 


















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