Form 8-K - Current report

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, 2025

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 (3^rd 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 15, 2025 (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		1,847,912		157,316		1,047		365,511		77.91
Elliot Gibber		1,860,453		144,562		1,259		365,511		78.44
Howard Jonas		1,994,707		10,564		1,005		365,511		84.10
Michael Jonas		1,933,162		72,051		1,063		365,511		81.51
Paul Packer		1,860,462		144,547		1,266		365,511		78.44
Gregory Suess		1,999,023		5,987		1,266		365,511		84.28

(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 the appointment of UHY LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2025.

The number of votes cast with respect to this matter was as follows:

Votes For			Votes Against			Abstentions			Broker Non-Vote			% Votes For
2,362,575			911			8,300			0			99.61

(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 approval of an amendment to the Company’s 2016 Stock Option and Incentive Plan (the “Plan”) that would, among other things, increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 100,000.

The number of votes cast with respect to this matter was as follows:

Votes For			Votes Against			Abstentions			Broker Non-Vote			% Votes For
1,819,633			184,837			1,805			365,511			76.72

(4) 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 advisory vote on the compensation of the Named Executive Officers.

The number of votes cast with respect to this matter was as follows:

Votes For			Votes Against			Abstentions			Broker Non-Vote			% Votes For
1,987,212			16,754			2,309			365,511			83.79

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 17, 2025

Cover	Jan. 15, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 15, 2025
Entity File Number	1-37782
Entity Registrant Name	Zedge, Inc.
Entity Central Index Key	0001667313
Entity Tax Identification Number	26-3199071
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1178 Broadway
Entity Address, Address Line Two	Ste. 1450 (3rd Floor)
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	330
Local Phone Number	577-3424
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B common stock, par value $0.01 per share
Trading Symbol	ZDGE
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false