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 21, 2012
WEBMEDIABRANDS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-26393 | 06-1542480 | |||
(Commission File Number) | (IRS Employer ID Number) |
50 Washington Street, Suite 912, Norwalk, Connecticut 06854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 662-2800
__________________
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:
£
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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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Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2012 Annual Meeting of Stockholders of WebMediaBrands Inc. was held on June 21, 2012. The votes cast with respect to each item of business properly presented at the meeting are as follows:
● The stockholders elected each of the seven nominees to the Board of Directors with terms expiring at the Annual Meeting in 2013, as follows:
Members
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For
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Withheld
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Broker
Non-Votes
|
|||
Alan M. Meckler
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27,743,042
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57,618
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11,216,360
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|||
Gilbert F. Bach
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27,476,802
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323,858
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11,216,360
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|||
Michael J. Davies
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26,236,491
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1,564,169
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11,216,360
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|||
Wayne A. Martino
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27,519,689
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280,971
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11,216,360
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|||
John R. Patrick
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27,519,089
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281,571
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11,216,360
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|||
William A. Shutzer
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26,235,641
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1,565,019
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11,216,360
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|||
Justin L. Smith
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27,746,992
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53,668
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11,216,360
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· The stockholders ratified the appointment of Rothstein Kass as WebMediaBrands’s independent registered public accounting firm.
For
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38,975,393
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Against
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40,627
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Abstain
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1,000
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Broker Non-Votes
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0
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· The stockholders approved a proposal authorizing the Board of Directors to implement, in its discretion, a reverse stock split of WebMediaBrands Common Stock at a ratio between and including 1-for-2 and 1-for-10.
For
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34,575,982
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Against
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4,434,615
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Abstain
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518
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Broker Non-Votes
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5,905
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· The stockholders approved three alternative amendments to our Amended and Restated Certificate of Incorporation listed below, each to reduce the number of shares of Common Stock WebMediaBrands is authorized to issue. The Board may choose, in its discretion, to implement one of the amendments or abandon a reduction completely.
o
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For the reduction in the number of authorized shares of Common Stock to 18,750,000 from 75,000,000.
|
For
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37,516,655
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Against
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1,490,547
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Abstain
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3,912
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Broker Non-Votes
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5,906
|
o
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For the reduction in the number of authorized shares of Common Stock to 25,000,000 from 75,000,000.
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For
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37,519,818
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Against
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1,487,384
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Abstain
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3,912
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Broker Non-Votes
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5,906
|
o
|
For the reduction in the number of authorized shares of Common Stock to 37,500,000 from 75,000,000.
|
For
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37,536,432
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Against
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1,470,772
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Abstain
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3,912
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Broker Non-Votes
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5,904
|
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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 thereunto duly authorized.
WEBMEDIABRANDS INC. | |||
Date: June 26, 2012
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By:
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/s/ Donald J. O’Neill | |
Donald J. O’Neill | |||
Vice President and Chief Financial Officer | |||
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