Current Report Filing (8-k)
January 13 2017 - 9:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
10, 2017
Digital Turbine, Inc.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
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001-35958
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22-2267658
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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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1300 Guadalupe Street Suite # 302, Austin TX
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78701
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(Address of Principal Executive Offices)
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(Zip Code)
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(512) 387-7717
(Registrant’s Telephone Number, Including
Area Code)
(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):
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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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Item 5.07 Submission of Matters to a Vote of Security
Holders.
On January 10, 2017, the Company held its Annual Meeting of
Stockholders (the “Annual Meeting”). At the close of business on November 21, 2016, the record date for the Annual
Meeting, there were a total of 66,634,006 shares of common stock of the Company outstanding and 100,000 shares of Series A preferred
stock, which are convertible into 20,000 shares of common stock and vote together with the common stock as a single class on an
as-converted to common stock basis. At the Annual Meeting, 48,491,702 shares, or 72.77% of the outstanding shares of common stock
were present in person or by proxy and, therefore, a quorum was present at the Annual Meeting. Each of the proposals was approved,
and each of the director nominees was elected, by the vote of the stockholders at the Annual Meeting. The results of the matters
submitted to a vote of the stock at the Annual Meeting were as follows:
Proposal 1
: Each of the seven individuals listed below
was elected to serve on the Company’s board of directors for a one-year term ending as of the Company’s annual meeting
of stockholders in 2018 and until his successor is duly elected and qualified:
Director Nominees
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Votes For
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Votes Withheld
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Broker Non-Votes
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Robert Deutschman
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13,589,431
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2,890,354
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32,011,917
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Craig Forman
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12,974,448
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3,505,337
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32,011,917
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Jeffrey Karish
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16,267,142
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212,643
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32,011,917
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Christopher Rogers
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13,599,116
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2,880,669
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32,011,917
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Paul Schaeffer
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13,589,354
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2,890,431
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32,011,917
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Mohan Gyani
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16,257,380
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222,405
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32,011,917
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William G. Stone III
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16,261,646
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218,139
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32,011,917
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Proposal 2
: The non-binding advisory resolution approving
the compensation of the Company’s named executive officers, commonly referred to as “Say-on-pay”, was approved:
For
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Against
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Abstain
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Broker Non-Votes
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15,232,455
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1,058,795
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188,535
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32,011,917
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Proposal 3
: The issuance, in accordance with Nasdaq Marketplace
Rules 5635(b) and 5635(d), of shares of the Company's common stock issuable upon the conversion of 8.75% Convertible Senior Notes
due 2020 and exercise of warrants issued in a private placement transaction in September 2016, was approved:
For
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Against
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Abstain
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Broker Non-Votes
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16,247,950
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214,612
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17,223
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32,011,917
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Proposal 4
: Amendment of the Company's certificate of
incorporation, as amended, to effect a reverse stock split of the Company's common stock at a ratio to be determined by the board
of directors within a specified range and a related reduction in the authorized number of shares of common stock based on the reverse
stock split ration, except in the case of a one-for-two reverse split ratio, was approved:
For
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Against
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Abstain
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Broker Non-Votes
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45,758,647
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2,579,591
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153,462
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-
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Proposal 5
: The proposal to ratify the appointment of
SingerLewak LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2017,
was approved.
For
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Against
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Abstain
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Broker Non-Votes
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47,540,018
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795,623
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156,060
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-
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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 thereunto duly authorized.
Dated: January 13, 2017
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Digital Turbine, Inc.
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By:
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/s/ Barrett Garrison
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Barrett Garrison
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Executive Vice President, Chief Financial Officer
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