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 20, 2014 (June 16, 2014)

 


 

Tremor Video, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-35982

 

20-5480343

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

53 West 23rd Street

 

 

New York, New York

 

10010

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (646) 723-5300

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 June 16, 2014, Tremor Video, Inc., or the Company, held its Annual Meeting of Stockholders. As of April 21, 2014, the record date for the Annual Meeting, 50,344,509 shares of the Company’s common stock were issued and outstanding. A summary of the matters voted upon by stockholders is set forth below.

 

1. The Company’s stockholders re-elected Warren Lee as a Class I director of the Company to serve a three-year term until the Company’s 2017 Annual Meeting of stockholders. The voting results were as follows:

 

 

 

Votes For

 

Withheld

 

Broker Non-Votes

 

Warren Lee

 

23,526,184

 

203,559

 

12,312,934

 

 

2. The Company’s stockholders approved the Company’s 2014 Employee Stock Purchase Plan. The voting results were as follows:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

22,946,295

 

773,092

 

10,356

 

12,312,934

 

 

3. The Company’s stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2014. The voting results were as follows:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

36,018,883

 

9,801

 

13,993

 

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.

 

 

 

TREMOR VIDEO, INC.

 

 

 

 

Dated: June 20, 2014

By:

/S/ ADAM LICHSTEIN

 

 

Adam Lichstein

 

 

Senior Vice President, Chief Operating

 

 

Officer, General Counsel and Secretary

 

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