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) November 3, 2015

 

Sizmek Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36219

 

37-1744624

(State or other jurisdiction of

 

(Commission

 

(IRS Employer

incorporation)

 

File Number)

 

Identification No.)

 

500 W. 5th St. Suite 900

Austin, TX

 

78701

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (512) 469-5900

 

N/A

(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 (see General Instruction A.2. below):

 

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.

 

The annual meeting of the stockholders of Sizmek Inc. (the “Company”) was held on November 3, 2015. The Company previously filed with the Securities and Exchange Commission the proxy statement and related materials pertaining to this meeting. On the record date of September 21, 2015, there were 29,581,725 shares of the Company’s common stock outstanding and eligible to vote. During the meeting, the stockholders took the following actions with respect to the four proposals set forth in the proxy statement:

 

Proposal 1:  Election of Directors

 

Elected the following seven nominees to the Board of Directors to serve as directors until their respective successors are elected and qualify.

 

Nominee

 

Votes For

 

Votes Withheld

 

Abstentions and
Broker Non-Votes

 

Scott K. Ginsburg

 

18,878,153

 

1,176,777

 

6,820,686

 

Xavier A. Gutierrez

 

19,304,117

 

750,813

 

6,820,686

 

John R. Harris

 

19,138,192

 

916,738

 

6,820,686

 

Adam Klein

 

19,231,724

 

823,206

 

6,820,686

 

Cecil H. Moore, Jr.

 

19,298,712

 

756,218

 

6,820,686

 

Neil H. Nguyen

 

18,868,232

 

1,186,698

 

6,820,686

 

Stephen E. Recht

 

19,278,435

 

776,495

 

6,820,686

 

 

Proposal 2: Approval of the Compensation of our Named Executive Officers

 

Approved, on an advisory basis (non-binding), the compensation of the Company’s Named Executive Officers as described in the Compensation Discussion and Analysis and the accompanying tables in the proxy statement. There were 18,653,384 votes for the proposal, 1,378,497 votes against the proposal, 23,049 abstentions and 6,820,686 broker non-votes.

 

Proposal 3: Ratification of the Appointment of Independent Registered Public Accountants

 

Ratified the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accountants for 2015. There were 25,522,607 votes for the proposal, 1,242,557 votes against the proposal, 110,452 abstentions and 0 broker non-votes.

 

Proposal 4:  Approval of the amendment and restatement of the Company’s 2014 Incentive Award Plan

 

Approved the amendment and restatement of the Company’s 2014 Incentive Award Plan.  There were 15,704,270 votes for the proposal, 4,333,452 votes against the proposal, 17,208 abstentions, and 6,820,686 broker non-votes.

 

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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.

 

 

SIZMEK INC.

 

 

Date: November 4, 2015

By:

/s/ Kenneth J. Saunders

 

 

Name: Kenneth J. Saunders

 

 

Title: Chief Financial Officer

 

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