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): January 15, 2019

 

 

ZEDGE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-37782   26-3199071

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

     
22 Cortlandt Street (14th Floor), New York, NY   10007
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (330) 577-3424 

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):

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

 

(a)       Zedge, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 15, 2019 (the “Meeting”). Stockholders voted on the matters set forth below.

 

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.

 

The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

 

Nominee  Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For 
Todd Feldman   1,934,618    36,798    2,820    361,886    82.81 
Mark Ghermezian   1,934,549    36,892    2,795    361,886    82.81 
Elliot Gibber   1,934,651    36,765    2,820    361,886    82.81 
Howard Jonas   1,867,474    105,899    863    361,886    79.94 
Michael Jonas   1,863,922    107,494    2,820    361,886    79.79 

 

 

(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company’s 2016 Stock Option and Incentive Plan that would modify the terms of the automatic annual compensation payable to independent, non-employee directors to $30,000, instead of $50,000, to be paid one-half on each January 5th and one-half on each July 5th for the prior six months, payable in cash or fully vested shares of the Company’s restricted Class B common stock as determined by the Company.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For
1,938,469   35,177   590   361,886   82.98

 

 

(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of Mayer Hoffman McCann CPAs, the New York Practice of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2019.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For
2,299,121   29,441   7,560   0   98.42

 

 

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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.

  ZEDGE, INC.
   
  By:  /s/ Jonathan Reich
 

Name:  

Title:

Jonathan Reich
Chief Financial Officer

Dated: January 17, 2019

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