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EX-10.1 - FIRST AMENDMENT TO SNAP INTERACTIVE, INC. 2016 LONG TERM INCENTIVE PLAN - PALTALK, INC. | f8k052517ex10i_snapinter.htm |
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 25, 2017
SNAP INTERACTIVE, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 000-52176 | 20-3191847 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) |
122 East 42nd Street, New York, NY |
10168 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 594-5050
(Former name or former address, if changed since last report)
Not Applicable
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)
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ | 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 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. ☐
Section 5 — Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Long Term Incentive Plan
On April 10, 2017, the Board of Directors (the “Board”) of Snap Interactive, Inc. (the “Company”), subject to stockholder approval, adopted the First Amendment to Snap Interactive, Inc. Long Term Incentive Plan (the “2016 Plan Amendment”), which was approved by the Company’s stockholders at its 2017 Annual Meeting of Stockholders held on May 25, 2017 (the “Annual Meeting”). The 2016 Plan Amendment (i) increases the number of shares of common stock issuable under the Snap Interactive, Inc. 2016 Long Term Incentive Plan (the “2016 Plan”) from 428,572 shares to 1,300,000 shares and (ii) reapproves the performance goals under the 2016 Plan.
The foregoing description of the 2016 Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the 2016 Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
Set forth below are the final results of the voting at the Annual Meeting:
1. | Proposal to elect (i) Yoram “Rami” Abada, (ii) Alexander Harrington, (iii) Jason Katz, (iv) Lance Laifer, (v) Clifford Lerner, (vi) Michael Levit and (vii) John Silberstein to the Board, each to serve until the 2018 Annual Meeting of Stockholders or until their successors are elected and qualified. |
Number of Shares | |||||||
Nominees | For | Withheld | Broker Non-Votes | ||||
Yoram “Rami” Abada | 4,310,208 | 24,563 | 286,888 | ||||
Alexander Harrington | 4,285,561 | 49,210 | 286,888 | ||||
Jason Katz | 4,285,847 | 48,924 | 286,888 | ||||
Lance Laifer | 4,311,194 | 23,577 | 286,888 | ||||
Clifford Lerner | 4,285,282 | 49,489 | 286,888 | ||||
Michael Levit | 4,310,785 | 23,986 | 286,888 | ||||
John Silberstein | 4,285,604 | 49,167 | 286,888 |
2. | Proposal to approve the 2016 Plan Amendment. |
Number of Shares | |||
For | 4,278,693 | ||
Against | 55,359 | ||
Abstain | 719 | ||
Broker Non-Votes | 286,888 |
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3. | Proposal to approve an amendment to the Company’s certificate of incorporation to increase the total number of shares of common stock authorized for issuance to 25,000,000 shares. |
Number of Shares | |||
For | 4,492,460 | ||
Against | 12,841 | ||
Abstain | 1,794 | ||
Broker Non-Votes | — |
4. | Proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm. |
Number of Shares | |||
For | 4,607,024 | ||
Against | 12,841 | ||
Abstain | 1,794 | ||
Broker Non-Votes | — |
Each of the proposals acted upon by the Company’s stockholders at the Annual Meeting received a sufficient number of votes to be approved.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
10.1 | First Amendment to Snap Interactive, Inc. 2016 Long Term Incentive Plan. |
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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.
Date: | May 30, 2017 | ||
SNAP INTERACTIVE, INC. | |||
By: | /s/ Alexander Harrington | ||
Alexander Harrington | |||
Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No. | Description | |
10.1 | First Amendment to Snap Interactive, Inc. 2016 Long-Term Incentive Plan. |
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