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): May 4, 2017

 

GAIA, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Colorado

 

000-27517

 

84-1113527

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

833 West Boulder Road, Louisville, CO 80027-2452

(Address of Principal Executive Offices; Zip Code)

 

Registrant’s telephone number, including area code: (303) 222-3600

 

 

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

 

 


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

 

On May 4, 2017, Gaia, Inc. (“Gaia”) held its 2017 annual meeting of shareholders. At that meeting, the shareholders voted on three proposals, as described in Gaia’s definitive proxy statement for the 2017 annual meeting of shareholders, filed with the Commission on March 24, 2017, which description is incorporated herein by reference.

 

Proposal 1

 

All of the directors of Gaia are elected annually. All nominees for director were elected by the following votes, each to serve until the next annual meeting of shareholders to be held in 2018 or until successors are duly elected and qualified:

 

 

 

 

 

 

 

 

 

 

Broker

 

 

For

 

 

Withheld

 

 

Non-Votes

Jirka Rysavy

 

 

57,693,099

 

 

 

1,638,553

 

 

Kristin Frank

 

 

57,817,080

 

 

 

1,514,572

 

 

Chris Jaeb

 

 

57,683,431

 

 

 

1,648,221

 

 

David Maisel

 

 

58,047,415

 

 

 

1,284,237

 

 

Keyur Patel

 

 

57,848,150

 

 

 

1,483,502

 

 

Wendy Schoppert

 

 

57,622,079

 

 

 

1,709,573

 

 

Paul Sutherland

 

 

57,681,625

 

 

 

1,650,027

 

 

 

Proposal 2

 

Proposal 2 was a non-binding advisory proposal to approve Gaia’s executive compensation. This proposal was approved.

 

 

 

 

 

 

 

 

 

 

 

 

 

Broker

For

 

 

Against

 

 

Abstain

 

 

Non-Votes

 

58,955,751

 

 

 

364,737

 

 

 

11,164

 

 

 

Proposal 3

 

Proposal 3 was a non-binding advisory proposal to vote on the frequency of the advisory approval of executive compensation. “Three years” was approved.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

 

 

 

1 Year

 

 

2 Years

 

 

3 Years

 

 

Abstentions

 

 

Non-Votes

 

Uncast

 

 

2,026,885

 

 

 

7,837

 

 

 

57,256,593

 

 

 

40,337

 

 

 

 

4,769,561

 

 

 

In light of the outcome of the vote, the Board of Directors has determined to include a non-binding advisory proposal to approve Gaia’s executive compensation in its proxy materials every three years until the next required vote on the frequency of the advisory approval of executive compensation.

 

 


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.

 

 

 

 

GAIA, INC.

 

 

 

 

 

 

 

 

 

By:

 

/s/ Paul Tarell

 

 

 

 

 

 

Paul Tarell

 

 

 

 

 

 

Chief Financial Officer

Date: May 5, 2017