Current Report Filing (8-k)
February 12 2019 - 4:34PM
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): February 12, 2019
THESTREET,
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or other jurisdiction of incorporation)
0-25779
(Commission
File Number)
|
06-1515824
(IRS
Employer Identification No.)
|
14
WALL STREET, 15
TH
FLOOR
NEW
YORK, NEW YORK 10005
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (211) 321-5000
NA
(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):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-11 under the Exchange Act (17 CFR 240.14a-11)
☐ 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. ☐
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
February 12, 2019, TheStreet, Inc., a Delaware corporation (the “Company”), held a special meeting of
stockholders (the “Special Meeting”). As of January 7, 2019, the record date of the Special Meeting, there were a
total of 50,197,305 shares of the Company’s common stock issued and outstanding and entitled to vote at the Special
Meeting. At the Special Meeting, 47,101,179 shares of the Company’s common stock were represented in person or by
proxy, and, accordingly, a quorum was present.
The
following is a brief description of each matter voted upon at the Special Meeting, as well as the final number of votes cast for
and cast against, as applicable, for each matter, as well as the number of abstentions and broker non-votes, as applicable, with
respect to each such matter.
Proposal
1
:
The
vote to approve the sale by the Company of all of the membership interests of The Deal, L.L.C. on the terms and subject to the
conditions set forth in the Membership Interest Purchase Agreement, dated as of December 6, 2018, by and between the Company and
Euromoney Institutional Investor PLC, for $87.3 million in cash, subject to adjustment as specified therein (the “Sale”),
was as follows:
For
|
Against
|
Abstain
|
Broker Non-Vote
|
|
|
|
|
40,128,929
|
26,677
|
11,300
|
6,934,273
|
Proposal
2:
The
vote to approve an amendment to the Company’s restated certificate of incorporation to effect a reverse stock split of the
Company’s common stock, by a ratio of not less than 1-for-5 and not more than 1-for-20, and a proportionate reduction in
the number of authorized shares of common stock, such ratio and the implementation and timing of such reverse stock split to be
determined in the discretion of the Board of Directors of the Company, was as follows:
For
|
Against
|
Abstain
|
Broker Non-Vote
|
|
|
|
|
46,785,948
|
295,582
|
19,649
|
0
|
Proposal
3:
The
vote to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to certain of the Company’s
named executive officers as a result of the consummation of the transactions contemplated by the Membership Interest Purchase
Agreement, including the agreements and understandings pursuant to which such compensation may be paid or become payable, was
as follows:
For
|
Against
|
Abstain
|
Broker Non-Vote
|
|
|
|
|
34,929,961
|
4,999,031
|
237,914
|
6,934,273
|
Proposal
4:
The
vote to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient
votes in favor of the Sale, was as follows:
For
|
Against
|
Abstain
|
Broker Non-Vote
|
|
|
|
|
46,778,735
|
313,820
|
8,624
|
0
|
Although
the adjournment proposal was approved, adjournment of the Special Meeting was not necessary because the Company’s stockholders
approved the Sale.
The
Sale is expected to close on February 14, 2019.
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.
Date:
February 12, 2019
|
THESTREET,
INC.
|
|
|
|
|
By:
|
|
/s/
Eric Lundberg
|
|
Name:
|
|
Eric Lundberg
|
|
Title:
|
|
Chief Financial Officer
|
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