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EX-99 - EXHIBIT 99.1 - Meet Group, Inc.ex99-1.htm


 

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): December 20, 2013

 

MeetMe, Inc.

(Exact name of registrant as specified in its charter)

 

  

Delaware

 

001-33105

 

86-0879433

(State or other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

100 Union Square Drive

New Hope, Pennsylvania

 

 

18938

(Address of principal executive offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code: (215) 862-1162

 

 

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))

 

 



 
 

 

 

Item 5.07     Submission of Matters to a Vote of Security Holders.

 

On December 20, 2013, MeetMe, Inc. (the “Company”) held its annual meeting of stockholders. Proposals to be voted on by stockholders included:

 

 

1.

The election of six members to the Company’s Board of Directors (the “Board”);

 

 

2.

To approve, on an advisory basis, the Company’s named executive officer compensation as disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on November 22, 2013 (the “2013 Proxy”);

 

 

3.

To approve, on an advisory basis, an annual advisory vote on the compensation of the Company’s named executive officers; and

 

 

4.

To ratify the appointment of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013; and

 

There were 38,477,359 shares of common stock and 1,000,000 shares of preferred stock entitled to 1,479,948 votes, voting together as a class, for a total of 39,957,307 votes. 33,750,909 votes (84.46% of the outstanding shares) were cast. The results for each of the proposals were as follows:

 

 

1.

Election of Directors to serve until the 2014 Annual Meeting of Stockholders or until their successors are elected and qualified:

 

 

FOR

WITHOLD

BROKER

NON-VOTES

John Abbott

16,894,830

2,781,968   

14,074,111

Alonso Ancira

15,224,966

4,451,832   

14,074,111

Jean Clifton

19,474,258

202,540

14,074,111

Geoffrey Cook

19,437,708

239,090

14,074,111

Ernesto Cruz

14,776,395

4,900,403   

14,074,111

Spencer Rhodes

19,491,360

185,438

14,074,111

 

 

2.

Approval, on an advisory basis, of the Company’s named executive officer compensation as disclosed in the 2013 Proxy:

 

FOR

AGAINST

ABSTAIN

BROKER 

NON-VOTES

18,914,823

324,756

437,219

14,074,111

 

 

3.

Approval, on an advisory basis, of an annual advisory vote on the compensation of the Company’s named executive officers:

 

1 YEAR

2 YEARS

3 YEARS

ABSTAIN

BROKER

NON-VOTES

15,904,603

44,014

3,255,177

473,004

14,074,111

 

 
 

 

 

 

4.

Ratification of the appointment of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013:

 

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

33,195,443

137,307

418,159

0

 

 

 

Item 7.01     Regulation FD Disclosure.

 

On December 23, 2013, the Company issued a press release announcing the Company has started delivering its mobile inventory on the Pinsight Media + platform. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Current Report on Form 8-K, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

 

Item 9.01     Financial Statements and Exhibits.

 

(d)      Exhibits

 

Exhibit No.     Description

99.1      MeetMe, Inc. press release, dated December 23, 2013.

 

 
 

 

 

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.

 

 

  MEETME, INC.  
       
        

Date: December 23, 2013

By: /s/ Geoffrey Cook  
  Name: Geoffrey Cook  
  Title: Chief Executive Officer  

  

 
 

 

 

EXHIBIT INDEX

 

Exhibit No.

Description of Exhibit

   

99.1

MeetMe, Inc. press release, dated December 23, 2013.