UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 3, 2013
NeoMedia Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-21743 | 36-3680347 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 100 West Arapahoe Avenue, Suite 9, Boulder, Colorado | 80302 |
| (Address of principal executive offices) | (Zip code) |
| Registrant’s telephone number, including area code: | (303) 546-7946 |
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)) |
EXPLANATORY NOTE
This Current report on Form 8-K/A updates information provided on a Form 8-K filed on September 6, 2013, relating to disclosures made under Item 5.07 associated with the Registrant’s Annual Meeting of Stockholders held on September 3, 2013, that was subsequently recessed and concluded on September 23, 2013.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 3, 2013, NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), commenced its annual meeting of stockholders (the “Meeting”), with the meeting concluding on September 23, 2013, after a recess. At the Meeting, six (6) proposals were submitted for a vote of the Company’s stockholders and the related results are as follows:
Proposal No. 1: The election of Laura A. Marriott, George G. O’Leary, Sarah Fay and Peter Mannetti for terms until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified. The stockholders elected the four (4) directors by the following votes:
| Director | Votes For | Votes Withheld | Against | Broker Non-Votes | ||||
| Laura A. Marriott | 2,217,966,782 | 472,229,874 | 0 | 725,169,548 | ||||
| George G. O’Leary | 2,219,782,080 | 470,414,576 | 0 | |||||
| Sarah Fay | 2,251,935,306 | 438,261,350 | 0 | |||||
| Peter Mannetti | 2,261,734,817 | 428,461,839 | 0 |
Proposal No. 2: The approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers, as described in the “Executive and Director Compensation” section and compensation tables and narrative disclosure of the Company’s Proxy Statement. The stockholders approved the non-binding advisory resolution on executive compensation by the following votes:
| Votes For | 2,073,108,954 |
| Votes Against | 531,617,520 |
| Abstentions | 85,470,182 |
| Broker Non-Votes | 725,169,548 |
Proposal No. 3: The approval of a non-binding resolution regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers which could be held every year, every two (2) years or every three (3) years. The stockholders approved the non-binding advisory resolution regarding the frequency of future votes on executive compensation every three (3) years as follows:
| 1 Year | 632,963,144 |
| 2 Years | 79,757,373 |
| 3 Years | 1,807,899,539 |
| Abstentions | 169,576,600 |
The Company has decided to set the frequency of future advisory votes on the compensation of the Company’s named executive officers at every three (3) years going forward.
Proposal No. 4: The stockholders ratified StarkSchenkein, LLP as the Company’s independent registered accounting firm by the following votes:
| Votes For | 2,973,418,348 |
| Votes Against | 332,653,597 |
| Abstentions | 109,294,259 |
Proposal No. 5: Regarding a vote to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding Common Stock at a ratio of 1-for-1,700 while keeping the amount of authorized shares of Common Stock set at 5,000,000,000, the stockholders did not submit enough affirmative votes to approve the amendment of the Company’s Certificate of Incorporation as set forth in the proposal:
| Votes For | 2,062,909,847 |
| Votes Against | 622,040,775 |
| Abstentions | 6,606,425 |
| Broker Non-Votes | 724,719,382 |
Proposal No. 6: Regarding a vote to amend the Company’s Certificate of Incorporation to increase its authorized Common Stock from 5,000,000,000 to 500,000,000,000 shares, the stockholders did not submit enough affirmative votes to approve the amendment of the Company’s Certificate of Incorporation as set forth in the proposal:
| Votes For | 2,089,849,537 |
| Votes Against | 591,343,841 |
| Abstentions | 10,363,669 |
| Broker Non-Votes | 724,719,382 |
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.
| NEOMEDIA TECHNOLOGIES, INC. | ||
| By: |
/s/ Barry S. Baer | |
| Barry S. Baer | ||
| Chief Financial Officer |
Date: September 25, 2013