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 29,
2017
(Exact
Name of Registrant as Specified in its Charter)
Florida
|
000-50621
|
86-0787790
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
2151
Le Jeune Road, Suite 150-Mezzanine
Coral
Gables, FL
|
33134
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(305) 774-0407
Registrant’s
facsimile number, including area code: (954) 774-0405
Dolphin Digital
Media, Inc.
(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 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. ◻
On June 29, 2017,
Dolphin Entertainment, Inc., formerly Dolphin Digital Media, Inc.,
(the “Company”) held its 2017 Annual Meeting of
Shareholders (the “Annual Meeting”). At the
Annual Meeting, the shareholders voted on (i) the election of seven
director nominees (Proposal 1); (ii) the approval of the
Company’s 2017 Equity Incentive Plan (Proposal 2); (iii) the
approval of the Company’s Second Amended and Restated
Articles of Incorporation (Proposal 3); and (iv) the ratification
of BDO USA, LLP as the Company’s independent registered
public accounting firm for the 2017 fiscal year (Proposal
4). The results of the votes are set forth
below:
Proposal
1
The shareholders
voted in favor of the election of the following director nominees
to serve until the 2018 Annual Meeting of Shareholders or until
their successors are duly elected and qualified.
|
For
|
Withheld
|
Broker
Non-Vote
|
William
O’Dowd, IV
|
9,975,840
|
4,105
|
—
|
Michael
Espensen
|
9,963,285
|
16,660
|
—
|
Nelson
Famadas
|
9,967,285
|
12,660
|
—
|
Allan
Mayer
|
9,975,835
|
4,110
|
—
|
Mirta A.
Negrini
|
9,963,290
|
16,655
|
—
|
Justo
Pozo
|
9,979,835
|
110
|
—
|
Nicholas Stanham,
Esq.
|
9,963,285
|
16,660
|
—
|
Proposal
2
The shareholders approved
the Company’s 2017 Equity Incentive Plan.
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
9,938,340
|
4,105
|
37,500
|
—
|
Proposal
3
The shareholders
approved the Company’s Second Amended and Restated Articles
of Incorporation.
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
9,966,935
|
105
|
37,500
|
—
|
Proposal
4
The shareholders
approved the ratification of the selection of BDO USA, LLP as the
Company’s independent registered public accounting firm for
the 2017 fiscal year.
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
10,004,435
|
105
|
—
|
—
|
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.
|
DOLPHIN
ENTERTAINMENT, INC.
|
|
|
|
|
|
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Date: July 6,
2017
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By:
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/s/
Mirta A.
Negrini
|
|
|
|
Mirta A.
Negrini
|
|
|
|
Chief Financial and
Operating Officer
|
|