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): June 7, 2017

 


 

WAYSIDE TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

000-26408

 

13-3136104

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

4 Industrial Way West, Suite 300,
Eatontown, New Jersey

 

07724

(Address of principal executive offices)

 

(Zip Code)

 

732-389-8950

(Registrant’s telephone number, including area code)

 

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):

 

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))

 

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 o

 

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. o

 

 

 



 

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

 

Wayside Technology Group, Inc. (the “Company”) held its annual meeting of stockholders on June 7, 2017. At such annual meeting, 4,504,953 shares of our common stock were represented either in person or by proxy, which is equal to 99.4% of our issued and outstanding common stock. At our annual meeting, the Company’s stockholders voted to (i) elect the five nominees named below to the Company’s Board of Directors, to serve until the next annual meeting of the stockholders and until their successors are elected and qualified; (ii) have an advisory vote to approve executive compensation of the Company’s Named Executive Officers; and (iii) ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for 2017.

 

Proposal 1: Election of Directors — The number of votes for, withheld and abstained from voting and all shares as to which brokers indicated that they did not have authority to vote with respect to each director nominee were as follows:

 

Nominee

 

Votes For

 

Votes Withheld

 

Votes Abstained

 

Broker Non-
Votes

 

 

 

 

 

 

 

 

 

 

 

Simon F. Nynens

 

3,066,212

 

109,414

 

 

1,329,327

 

 

 

 

 

 

 

 

 

 

 

F. Duffield Meyercord

 

2,903,943

 

271,683

 

 

1,329,327

 

 

 

 

 

 

 

 

 

 

 

Mike Faith

 

2,907,951

 

267,675

 

 

1,329,327

 

 

 

 

 

 

 

 

 

 

 

Steve DeWindt

 

2,907,951

 

267,675

 

 

1,329,327

 

 

 

 

 

 

 

 

 

 

 

Diana Kurty

 

2,907,363

 

268,263

 

 

1,329,327

 

 

Proposal 2: Advisory Vote to Approve Executive Compensation of the Company’s Named Executive Officers The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

2,120,585

 

1,028,978

 

26,063

 

1,329,327

 

Proposal 3: Ratification of the Appointment of EisnerAmper LLP as the Company’s Independent Registered Public Accounting Firm for 2016 The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

4,313,532

 

43,034

 

148,387

 

 

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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.

 

 

WAYSIDE TECHNOLOGY GROUP, INC.

 

 

Date: June 13, 2017

By:

/s/ Simon F. Nynens

 

Name:

Simon F. Nynens

 

Title:

Chief Executive Officer

 

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