Current Report Filing (8-k)
2023年1月24日 - 6:16AM
Edgar (US Regulatory)
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2023-01-18
2023-01-18
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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 18, 2023
Zedge, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
1-37782 |
|
26-3199071 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1178
Broadway, Ste. 1450 (3rd
Floor)
New York, NY |
|
10001 |
(Address of principal executive offices) |
|
(Zip Code) |
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):
| ☐ | 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))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on
which registered |
Class B common stock, par value $0.01 per share |
|
ZDGE |
|
NYSE American |
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
(a) Zedge,
Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 18, 2023 (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 | |
Votes For | | |
Votes
Against | | |
Abstentions | | |
Broker
Non-Vote | | |
% Votes For | |
Mark Ghermezian | |
| 1,929,761 | | |
| 107,413 | | |
| 1,817 | | |
| 1,000 | | |
| 94.60 | |
Elliot Gibber | |
| 1,955,689 | | |
| 81,597 | | |
| 1,705 | | |
| 1,000 | | |
| 95.87 | |
Howard Jonas | |
| 2,022,465 | | |
| 14,921 | | |
| 1,605 | | |
| 1,000 | | |
| 99.14 | |
Michael Jonas | |
| 2,031,194 | | |
| 6,145 | | |
| 1,652 | | |
| 1,000 | | |
| 99.57 | |
Paul Packer | |
| 1,955,374 | | |
| 8,912 | | |
| 1,705 | | |
| 1,000 | | |
| 95.85 | |
Gregory Suess | |
| 2,029,551 | | |
| 7,685 | | |
| 1,755 | | |
| 1,000 | | |
| 99.49 | |
(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 (the “Plan”) that would,
among other things: (a) increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder
by 685,000; (b) add provisions regarding awards of deferred stock units (which are sometimes referred to as restricted stock units and
which we refer to in the proxy statement as “DSUs”) and changes to awarded DSUs; and (c) make other changes to definitions
in the Plan.
The number of votes cast with respect to this matter
was as follows:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Vote |
|
% Votes For |
1,859,288 |
|
179,022 |
|
1,681 |
|
0 |
|
91.14 |
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.
|
ZEDGE, INC. |
|
|
|
|
By: |
/s/ Jonathan Reich |
|
Name: |
Jonathan Reich |
|
Title: |
Chief Executive Officer |
Dated: January 23, 2023
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