Current Report Filing (8-k)
March 07 2017 - 6:02AM
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
February 28, 2017
Date of Report (Date
of earliest event reported)
DESTINY MEDIA TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
NEVADA
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000-28259
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84-1516745
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(State or other jurisdiction of
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(Commission File Number)
|
(IRS Employer Identification No.)
|
incorporation)
|
|
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1110 885 West Georgia
|
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Vancouver, British Columbia, Canada
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V6C 3E8
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(Address of principal executive offices)
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(Zip Code)
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(604) 609-7736
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:
____ 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))
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02
|
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF
CERTAIN OFFICERS.
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Appointment of Directors
On February 28, 2017, at the Annual General Meeting (the
Meeting) of Destiny Media Technologies Inc. (the Company) Hyonmyong Cho and
S. Jay Graber were elected to the board of directors of the Company. Both Mr.
Cho and Mr. Graber are expected to be named to the Companys audit
committee.
Mr. Cho is currently a managing member of Greenlaw
International Management Company LLC which manages Greenlaw International LP, a
fund which invests in microcap stocks. From 2002 to 2008, Mr. Cho was a Managing
Director of Forum Partners which managed several real estate private equity
funds in Europe and Asia. At Forum Partners, Mr. Cho managed a worldwide team
tasked with private equity deal structuring, analysis and negotiation. Prior to
Forum Partners, Mr. Cho was a senior associate at Nassau Capital, whose only
limited partner was Princeton University, and he was responsible for the due
diligence, negotiation, documentation and monitoring of private equity
transactions. Prior to that, Mr. Cho was a partner in Novalis Ventures, a
venture capital fund focused on early stage investments in the real estate
industry. Before that, Mr. Cho was a Vice President at Cahill, Warnock &
Company, a private equity firm focused on making direct investments in micro-cap
public companies. Mr. Cho began his career as a financial analyst for Alex Brown
& Sons, Inc. in the mergers and acquisitions, real estate and health care
groups. Mr. Cho was a Morehead Scholar at the University of North Carolina,
graduating with a B.A. in English Literature.
Mr. Graber recently retired as VP of Business Development from
Apex Software LLC., a privately-owned developer of building drawing and area
calculation software for jurisdictional mass appraisal at the municipal, county,
province and statewide level as well as for the real estate mortgage appraisal
industry. Mr. Graber continues to serve on various committees for the
International Association of Assessing Officers (IAAO) as he remains a business
partner in Apex. Prior to 20 years in the software/technology arena, Mr. Graber
worked in direct sales / sales management for various manufacturing entities
including automotive and decorative lighting, plastic extrusion, art glass and
architectural flooring. Mr. Graber earned a BS degree in both Business
Management and in Psychology from Eastern Mennonite College (now EMU).
Neither Mr. Cho nor Mr. Graber has had, since the beginning of
the Companys last fiscal year any material interest, direct or indirect, in any
transaction with the Company or in any presently proposed transaction that has
or will materially affect the Company.
The Company currently does not have any compensation
arrangements with Mr. Cho or Mr. Graber.
Departure of Director
Haig Bagerdjian, decided not to stand for re-election at the
Meeting for personal reasons. Mr. Bagerdjians departure was not due to, and was
not caused by, in whole or in part, any disagreement with the Company, whether
related to the Companys operations, policies, practices or otherwise. The
Company thanks Mr. Bagerdjian for the services he provided as a director and
wish him all the best in his future endeavors.
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
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On February 28, 2017, Destiny Media Technologies Inc. (the
Company) held its Annual General Meeting (the Meeting). At the Meeting, the
stockholders voted on the following three proposals and cast their votes as
described below.
2
Proposal One
The individuals listed below were elected as members of the
Board of Directors at the Meeting to hold office until the next Annual General
Meeting of stockholders or until their respective successors have been elected
or qualified.
Nominee
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For
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Withheld
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Broker
Non-Votes
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Steve Vestergaard
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20,639,371
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797,160
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7,484,875
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Hyonmyong Cho
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20,941,181
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549,350
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7,484,875
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S. Jay Graber
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20,957,681
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532,850
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7,484,875
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Proposal Two
Proposal two was a management proposal to ratify and approve
the appointment of BDO Canada LLP as the Companys independent registered public
accounting firm for the fiscal year ending August 31, 2017. This proposal was
approved.
|
For
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Against
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Abstained
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Broker Non-
Votes
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Ratification of BDO Canada LLP as the
Companys Independent Registered Public Accounting Firm
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28,805,781
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19,063
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19,666
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130,896
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Proposal Three
Proposal three was a management proposal to hold an advisory
vote to approve the named executive officer compensation. This proposal was
approved.
|
For
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Against
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Abstained
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Broker Non-
Votes
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Advisory Vote to approve Named Executive
Officer Compensation
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20,766,611
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346,720
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377,200
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7,484,875
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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.
DESTINY MEDIA TECHNOLOGIES INC.
Date: March 6, 2017
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By:
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/s/
STEVEN E. VESTERGAARD
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STEVE VESTERGAARD
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Chief Executive Officer and President
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3
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