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 22,
2017
Autobytel Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34761
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33-0711569
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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18872 MacArthur Boulevard, Suite 200,
Irvine, California
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92612-1400
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (949)
225-4500
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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).
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Emerging growth company
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☐
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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.
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Item 5.07
Submission
of Matters to a Vote of Security Holders.
The
Autobytel Inc. 2017 Annual Meeting of Stockholders
(“Annual
Meeting”) was held on June 22, 2017 at the corporate
offices of Autobytel Inc., a Delaware corporation
(“Company” or
“Autobytel”). A
total of 9,765,587 shares of the Company’s common stock, par
value $0.001 per share (“Common Stock”), were present or
represented by proxy at the meeting, representing 88.2% of the
Company’s shares outstanding as of April 28, 2017, the Annual
Meeting’s record date.
Set
forth below are brief descriptions of each of the five proposals
voted upon by stockholders at the Annual Meeting and the final
voting results for each such proposal.
Proposal 1.
Election of three
Class I Directors of the Company to hold office until the 2020
Annual Meeting of Stockholders and until the election and
qualification of such directors’ successors.
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Director Nominees
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For
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Withheld
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Broker Non-Votes
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Jeffrey
H. Coats
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7,826,956
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292,721
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1,645,910
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Matias
de Tezanos
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7,566,594
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553,083
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1,645,910
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Jeffrey
M. Stibel
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7,778,523
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341,154
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1,645,910
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Proposal 2.
Approval of the
issuance of shares of Common Stock upon the conversion of the
Company’s outstanding Series B Junior Participating
Convertible Preferred Stock, par value $0.001 per
share.
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For
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Against
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Abstain
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Broker Non-Votes
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7,893,008
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219,539
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7,130
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1,645,910
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Proposal 3.
Approval of
extension of and amendments to the Autobytel Inc. Tax Benefit
Preservation Plan.
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For
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Against
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Abstain
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Broker Non-Votes
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7,538,709
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577,185
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3,783
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1,645,910
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Proposal 4.
Advisory vote on
the compensation of Autobytel’s named executive
officers.
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For
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Against
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Abstain
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Broker Non-Votes
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7,666,482
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430,664
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22,531
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1,645,910
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Proposal 5.
Ratification of the
appointment of Moss Adams LLP as Autobytel’s independent
registered public accounting firm for 2017.
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For
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Against
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Abstain
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Broker Non-Votes
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9,752,728
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6,937
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5,922
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0
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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:
June 26, 2017
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AUTOBYTEL
INC.
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By:
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/s/ Glenn E. Fuller |
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Glenn
E. Fuller, Executive Vice President,
Chief
Legal and Administrative Officer and
Secretary
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