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): January 18, 2017

 

 

ZEDGE, INC.

(Exact name of registrant as specified in its charter)

 

 

         
Delaware   1-37782   26-3199071

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

22 Cortlandt Street (14th Floor), New York, NY   10007
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (330) 577-3424 

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 (see General Instruction A.2. below):

 

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.

 

(a)       Zedge, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 18, 2017 (the “Meeting”). Stockholders voted on the matters set forth below.

 

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.

 

The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

 

Nominee  Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For 
Michael Jonas   1,947,652    31,556    3,515    19,063    97.30 
Howard Jonas   1,927,387    51,846    3,490    19,063    96.28 
Marie Therese (MT) Carney   1,939,775    39,542    3,406    19,063    96.90 
Mark Ghermezian   1,846,062    133,143    3,518    19,063    92.22 
Stephen Greenberg   1,878,931    102,188    1,604    19,063    93.86 

 

(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company’s 2016 Stock Option and Incentive Plan.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For 
 1,827,012    153,185    2,526    19,063    91.27 

 

(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of the acceleration of the vesting date of restricted stock that will be automatically awarded to the Company’s non-employee directors.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For 
 1,824,122    156,225    2,376    19,063    91.12 

 

(4) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an advisory vote on the compensation of the Named Executive Officers.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For 
 1,973,175    6,512    3,036    19,063    98.57 

 

(5) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an advisory vote on the frequency of future advisory votes on the compensation of the Named Executive Officers.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For One Year   Votes for Two Years   Votes for Three Years   Abstentions   Broker Non-Vote 
 1,943,505    18,230    18,688    2,300    19,063 

 

(6) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2017.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For 
 1,998,108    263    3,415    0    99.82 

 

 

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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 hereunto duly authorized.

 

       
  ZEDGE, INC.
     
  By:  

/s/ Jonathan Reich

  Name:   Jonathan Reich
  Title:   Chief Financial Officer


Dated: January 20, 2017

 

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