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) September 12, 2018
LIBERATED SYNDICATION INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
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000-55779
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47-5224851
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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5001 Baum Boulevard, Suite 770
Pittsburgh, Pennsylvania
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15213
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(412) 621-0902
(Registrant’s
Telephone Number, Including Area Code)
n/a
(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 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 September 12, 2018, Liberated Syndication Inc. (the
“Company”) held its annual meeting of stockholders (the
“Annual Meeting”) to consider and vote upon the
following proposals: (1) to elect four directors, each to serve
until our next annual meeting and until their respective successors
are elected and qualified, (2) to ratify the appointment of Sadler,
Gibb & Associates, LLC as our independent registered public
accounting firm for our fiscal year ending December 31, 2018, (3)
to approve the Company’s 2018 Omnibus Equity Incentive Plan
and (4) to amend the Company’s articles of incorporation to
effect a reverse stock split to the Company’s issued and
outstanding common stock within the range of one-for-two to
one-for-ten, only to be used for the purpose of up-listing to
NASDAQ or NYSE (with the exact amount to be determined by the
Company’s board of directors.).
Set forth below are the final voting results for each proposal
submitted to a vote of the stockholders at the Annual Meeting. For
more information on the following proposals, see the set forth in
the definitive proxy statement filed with the Securities and
Exchange Commission on July 27, 2018.
Proposal 1: Elect four directors to hold office until our next
annual meeting and until their respective successors are elected
and qualified:
Shareholders elected all of the Company’s nominees for
director for one-year terms expiring on the next annual meeting of
shareholders and approved all other proposals. The voting results
were as follows:
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FOR
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WITHHOLD
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BROKER
NON-VOTE
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Christopher
Spencer
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7,734,987
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3,146,444
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6,905,157
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J.
Gregory Smith
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7,735,146
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3,146,285
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6,905,157
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Douglas
M. Polinsky
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7,781,340
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3,100,091
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6,905,157
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Denis
Yevstifeyev
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7,781,902
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3,099,529
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6,905,157
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Proposal 2: Ratify the appointment of Sadler, Gibb & Associates
LLC as our independent registered public accounting firm for our
fiscal year ended December 31, 2018:
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FOR
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AGAINST
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ABSTAIN
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15,941,641
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170,961
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1,673,986
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Proposal 3: Approve the Company’s 2018 Omnibus Equity
Incentive Plan:
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FOR
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AGAINST
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ABSTAIN
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7,622,431
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3,225,926
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33,074
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Proposal 4: Approve a reverse split of the Company’s common
stock:
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FOR
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AGAINST
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ABSTAIN
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12,532,230
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3,939,780
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1,314,578
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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.
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LIBERATED
SYNDICATION INC.
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Dated: September 17,
2018
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By:
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/s/ John
Busshaus
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Name: |
John
Busshaus
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Title: |
Chief Financial
Officer
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