Current Report Filing (8-k)
June 07 2016 - 8:36AM
Edgar (US Regulatory)
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 3, 2016
NTN
BUZZTIME, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-11460
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31-1103425
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Commission
File Number
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(IRS
Employer
Identification
No.)
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2231
Rutherford Road, Suite 200
Carlsbad,
California
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92008
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(760)
438-7400
(Registrant’s
telephone number, including area code)
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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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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Item
5.07. Submission of Matters to a Vote of Security Holders
At
our 2016 annual meeting of stockholders held on June 3, 2016, our stockholders considered and voted upon the following proposals:
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1.
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To
elect six (6) directors to hold office until the 2017 annual meeting of stockholders and until their respective successors
are duly elected and qualified;
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2.
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To
ratify the appointment of Squar Milner LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2016;
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3.
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To
approve an amendment to our restated certificate of incorporation to give effect to, first, a reverse split of our outstanding
common stock at an exchange ratio of 1-for-100 and, then, immediately following such reverse split, a forward split of our
outstanding common stock at a ratio that is not less than 2-for-1 nor greater than 4-for-1, with the final ratio to be selected
by our board of directors in its sole discretion;
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4.
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To
approve, on an advisory basis, the compensation of our named executive officers;
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5.
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To
vote on, an advisory basis, regarding the frequency of future voting on the compensation of our named executive officers;
and
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6.
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To
approve an adjournment of the annual meeting, if necessary, to solicit additional proxies in support of the approval of the
amendment to our restated certificate of incorporation described in proposal 3, above.
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The
number of shares of common stock issued, outstanding and eligible to vote at the 2016 annual meeting as of the record date of
April 8, 2016 was 92,439,174. The final voting results on each of the matters presented to the stockholders are as follows:
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1.
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Election
of Directors:
The six (6) individuals below were elected as directors until the 2017 annual meeting of stockholders and
until their respective successors are duly elected and qualified.
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Name
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For
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Withheld
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Broker
Non-Votes
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Jeff Berg
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56,802,459
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5,999,892
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21,093,390
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Ram Krishnan
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59,293,181
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3,509,170
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21,093,390
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Mary Beth Lewis
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56,798,313
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6,004,038
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21,093,390
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Steve Mitgang
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56,900,589
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5,901,762
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21,093,390
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Tony Uphoff
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56,907,525
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5,894,826
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21,093,390
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Paul Yanover
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59,387,248
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3,415,103
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21,093,390
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2.
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Ratification
of Squar Milner, LLP
as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2016:
The appointment of Squar Milner, LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2016 was ratified.
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For
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Against
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Abstain
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82,412,773
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622,103
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860,865
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3.
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Amendment
to our restated certificate of incorporation:
The amendment to our restated certificate of incorporation to give effect
to, first, a reverse split of our outstanding common stock at an exchange ratio of 1-for-100 and, then, immediately following
such reverse split, a forward split of our outstanding common stock at a ratio that is not less than 2-for-1 nor greater than
4-for-1, with the final ratio to be selected by our board of directors in its sole discretion, was approved.
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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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60,630,020
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2,156,693
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15,638
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21,093,390
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4.
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Vote
on a non-binding advisory basis to approve the compensation of our named executive officers:
The compensation of our named
executive officers, on a non-binding advisory basis, was approved.
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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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55,431,778
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1,989,864
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5,380,709
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21,093,390
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5.
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Vote
on a non-binding advisory basis regarding the frequency of future voting on the compensation of our named executive officers:
The alternative (every year, every other year or every three years) that received the largest number of votes (other than
“abstain”) was designated the stockholders’ non-binding preference as to frequency of future voting on the
compensation of our named executive officers. The stockholders’ non-binding preference was every three years.
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Three Year
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Two Years
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One Year
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Abstain
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28,531,957
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9,294,295
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22,799,193
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2,176,906
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In
light of and in accordance with the stockholder’s non-binding preference, we have decided to include a
non-binding
advisory stockholder vote on the compensation of our named executive officers in our proxy materials every three years until the
next required non-binding advisory vote on the frequency of voting on the compensation of our named executive officers.
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6.
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Adjournment
of the annual meeting, if necessary, to solicit additional proxies in support of the approval of the amendment to our restated
certificate of incorporation described in proposal 3, above:
The proposal to adjourn the annual meeting, if necessary
to solicit additional proxies in support of the approval of the amendment to our restated certificate of incorporation, was
approved.
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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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59,237,259
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3,532,538
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32,554
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21,093,390
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Although
proposal 6 was approved, adjournment of the annual meeting was not necessary because our stockholders approved the amendment to
our restated certificate of incorporation described in proposal 3.
Item
8.01. Other Events
On
June 3, 2016, our board of directors established the ratio of the forward split of our common stock described above at 2-for-1.
We anticipate that the reverse split followed by the forward split of our common stock will be effected on June 16, 2016. We issued
a press release announcing the foregoing, a copy of which is attached as an exhibit to this report.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
release announcing anticipated effective date of stock split
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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.
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NTN
BUZZTIME, INC.
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Dated:
June 7, 2016
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By:
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/s/
Allen Wolff
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Allen
Wolff
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Chief
Financial Officer
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