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) August 8, 2014
MECKLERMEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-26393 | 06-1542480 | |
| (Commission File Number) | (IRS Employer ID Number) |
50 Washington Street, Suite 912, Norwalk, Connecticut 06854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 662-2800
Mediabistro Inc.
(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.
The 2014 Annual Meeting of Stockholders of Mecklermedia Corporation, formerly known as Mediabistro Inc., was held on August 8, 2014. The votes cast with respect to each item of business properly presented at the meeting are as follows:
· The stockholders approved the sale of specified assets and the assumption of specified liabilities related to the Business by Mecklermedia to PGM-MB Holdings LLC as contemplated by the Asset Purchase Agreement.
| For | 3,431,228 |
| Against | 13,795 |
| Abstain | 1,568 |
| Broker Non-Votes | 48,867 |
· The Board approved and recommended to the stockholders and the stockholders approved an amendment to the company’s Amended and Restated Certificate of Incorporation to change the name of the company to “Mecklermedia Corporation”.
| For | 3,482,454 |
| Against | 10,428 |
| Abstain | 2,575 |
| Broker Non-Votes | 0 |
· The stockholders approved, on a non-binding, advisory basis, certain compensation arrangements for Mecklermedia’s named executive officers in connection with the sale of the Business.
| For | 3,350,110 |
| Against | 92,413 |
| Abstain | 4,067 |
| Broker Non-Votes | 48,868 |
· The stockholders elected each of the four directors to the Board of Directors of Mecklermedia with terms expiring at the 2015 annual meeting of stockholders, as follows:
| Members | For | Withheld | Broker Non-Votes | |||
| Alan M. Meckler | 3,434,486 | 12,105 | 48,867 | |||
| Wayne A. Martino | 3,239,821 | 206,770 | 48,867 | |||
| John R. Patrick | 3,439,599 | 6,992 | 48,867 | |||
| William A. Shutzer | 3,434,585 | 12,006 | 48,867 | |||
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· The stockholders approved, on an advisory basis, Mecklermedia’s executive compensation.
| For | 3,348,710 |
| Against | 91,870 |
| Abstain | 6,010 |
| Broker Non-Votes | 48,868 |
· The stockholders approved the adjournment of the annual meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the annual meeting to approve the Proposal to Sell the Business.
| For | 3,458,672 |
| Against | 36,002 |
| Abstain | 784 |
| Broker Non-Votes | 0 |
| 3 |
SIGNATURE
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 thereunto duly authorized.
| MECKLERMEDIA CORPORATION | ||
| Date: August 12, 2014 | By: | /s/ Alan M. Meckler |
| Alan M. Meckler Chairman and Chief Executive Officer | ||
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