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 31, 2017
Remark Holdings, Inc.
Delaware | 001-33720 | 33-1135689 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3960 Howard Hughes Parkway, Suite 900 Las Vegas, NV | 89169 | 702-701-9514 | ||
(Address of principal executive offices) | (Zip Code) | (Registrant’s telephone number, including area code) | ||
(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))
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. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 31, 2017, Remark Holdings, Inc. (“we”, “us” or “our”) held our 2017 annual meeting of stockholders (the “2017 Annual Meeting”). At the 2017 Annual Meeting, we submitted the following matters to a vote of our stockholders:
• | the election of five directors to serve until our 2018 annual meeting of stockholders and until their successors are duly elected and qualified; and |
• | a proposal to ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 |
As of April 6, 2017, the record date of the 2017 Annual Meeting, 22,614,312 shares of our common stock were outstanding and eligible to vote.
Our stockholders, by the requisite vote, approved the election of each director nominee and the ratification of the appointment of Cherry Bekaert LLP. The table below presents the number of votes for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each such nominee for director, as applicable.
For | Withheld | Broker Non-Votes | |||||||
Director nominees | |||||||||
Theodore P. Botts | 12,373,858 | 1,991 | 3,410,781 | ||||||
William W. Grounds | 11,914,859 | 460,990 | 3,410,781 | ||||||
Brett Ratner | 12,373,608 | 2,241 | 3,410,781 | ||||||
Daniel Stein | 12,368,768 | 7,081 | 3,410,781 | ||||||
Kai-Shing Tao | 11,971,948 | 403,901 | 3,410,781 | ||||||
For | Against | Abstain | Broker Non-Votes | |||||||
Ratification of the appointment of Cherry Bekaert LLP | 15,744,324 | 37,399 | 4,907 | N/A | ||||||
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.
Remark Holdings, Inc. | ||||
Date: | June 1, 2017 | By: | /s/ Douglas Osrow | |
Name: | Douglas Osrow | |||
Title: | Chief Financial Officer | |||