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 28, 2012
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Remark Media, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-33720
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33-1135689
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer ID Number)
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Six Concourse Parkway, Suite 1500, Atlanta, Georgia 30328
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(Address of principal executive offices) (Zip Code)
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Registrant’s telephone number, including area code
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(770) 821-6670
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(Former Name, if changed since last report)
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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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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.
Remark Media, Inc. (the "Company") held its 2012 Annual Meeting of Stockholders on June 28, 2012. At the annual meeting, the Company’s stockholders:
(1) re-elected four members of the Board of Directors to hold office until the next annual meeting of stockholders; and
(2) ratified the appointment of Cherry, Bekaert & Holland, L.L.P. to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 2012.
The stockholders voted on these matters as follows:
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Election of Directors
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Nominee
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For
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Withheld
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Broker
Non-Votes
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Scott Booth
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3,021,631
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280,017
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1,248,685
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Theodore P. Botts
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3,284,473
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17,175
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1,248,685
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Gregory M. Swayne
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3,284,473
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17,175
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1,248,685
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Kai-Shing Tao
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2,902,311
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399,337
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1,248,685
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The following proposal was adopted by the margin indicated:
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Description of Proposal
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For
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Against
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Abstain
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Broker
Non-Votes
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Ratification of Appointment of Cherry, Bekaert & Holland, L.L.P. as Independent Registered Public Accounting Firm
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4,514,718
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15,597
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20,018
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0
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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.
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Remark Media, Inc.
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Date: June 29, 2012
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By:
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/s/ Bradley T. Zimmer
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Name: Bradley T. Zimmer
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Title: Chief Operating Officer & General Counsel
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