Circle Entertainment, Inc. - FORM 8-K - September 11, 2013

 

 

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):   September 9, 2013

Circle Entertainment Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-33902 36-4612924
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
70 East 55th Street, New York, New York   10022
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   212-796-8174

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:

[  ]  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))

On September 9, 2013, Circle Entertainment Inc. (the “Registrant”) held its 2013 Annual Meeting of Stockholders at which the stockholders (i) elected six (6) directors to serve on the Registrant’s Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) ratified the appointment of L.L. Bradford & Company, LLC as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2013; (iii) approved on an advisory basis the compensation of the Registrant’s named executive officers; and (iv) approved on an advisory basis the frequency option of every three years for future advisory votes to approve named executive officer compensation.

The final stockholder voting results for these matters are as follows:

  1.   Election of Directors1:
                                 
    For   Against   Abstain   Broker Non-Votes*
Paul C. Kanavos
     61,938,664       0       0       35,430,802  
David M. Ledy
     61,938,664       0       0       35,430,802  
Michael J. Meyer
     61,938,664       0       0       35,430,802  
Andrew Perel
     61,938,664       0       0       35,430,802  
Robert F.X. Sillerman
     61,938,664       0       0       35,430,802  
Harvey Silverman
     61,938,664       0       0       35,430,802  

  2.   Ratification of the appointment of L.L. Bradford & Company, LLC as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2013:
                         
For   Against   Abstain   Broker Non-Votes*
61,938,664
    0       0       35,430,802  

  1   In addition, the holder of the one outstanding share of the Registrant’s Non-Voting Designated Preferred Stock, voting as a separate class, re-elected Bryan E. Bloom, as the seventh director of the Registrant’s Board of Directors.

1

  3.   Approval on an advisory basis of the compensation of the Registrant’s named executive officers:
                         
For   Against   Abstain   Broker Non-Votes*
61,938,664
    0       0       35,430,802  

  4.   Approval on an advisory basis of the frequency option of every three years for future advisory votes to approve named executive officer compensation:
                             
One Year   Every Other Year   Every Three Years   Abstain   Broker Non-Votes*
 
         61,938,664       0       35,430,802  

*Estimate

In light of the foregoing voting results with respect to the frequency for future advisory votes to approve the compensation of the Registrant’s named executive officers, the Registrant’s Board of Directors has adopted a policy to hold future stockholder advisory votes to approve the compensation of its named executive officers every three years.

These matters were voted upon by the holders of the Registrant’s common stock, the holders of the Registrant’s Series A Convertible Preferred Stock (on an as-converted into common stock basis) and the holders of the Registrant’s Series B Convertible Preferred Stock (on an as-converted into common stock basis), all voting together as a single class.

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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.

         
    Circle Entertainment Inc.
          
September 11, 2013   By:   Mitchell J. Nelson
       
        Name: Mitchell J. Nelson
        Title: Senior Vice President

Circle Entertainment, Inc. Reports