Current Report Filing (8-k)
June 06 2017 - 1:54PM
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): May 31, 2017
LEGACY
EDUCATION ALLIANCE, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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|
333-184897
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39-2079974
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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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1612 E. Cape Coral
Parkway, Cape Coral, Florida 33904
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(239) 542-0643
(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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
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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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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
Three proposals described
fully in the 2017 Proxy Statement of Legacy Education Alliance, Inc. (the “Company”) were presented for approval at
the Company’s 2017 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 31, 2017. As of the record
date 22,630,927 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 16,823,634
shares of common stock were represented in person or by proxy; therefore, a quorum was present.
The stockholders of the
Company voted on the following three matters:
Proposal 1: Election of Directors
There were four directors standing for election at the Annual
Meeting. The following persons were nominated and elected to serve as directors of the Company until the 2018 Annual Meeting of
Stockholders: James K. Bass, Anthony C. Humpage, Peter W. Harper, and Cary Sucoff. The voting results for each nominee were as
follows:
Director
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For
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Withheld
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Broker Non-Votes
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James K. Bass
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8,633,053
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6,376,970
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1,813,611
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Anthony C. Humpage
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8,506,023
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6,504,000
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1,813,611
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Peter W. Harper
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8,633,153
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6,376,870
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1,813,611
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Cary Sucoff
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8,608,153
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6,401,870
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1,813,611
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Proposal 2: Ratification of the Appointment of Independent
Registered Public Accounting Firm
The proposal to ratify the appointment of MaloneBailey, LLP
as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for
the year ending December 31, 2017, as disclosed in the 2017 Proxy Statement, received the following votes:
For
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Against
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Abstentions
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Broker Non-Votes
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14,227,095
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2,354,150
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242,389
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0
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Proposal 3: Advisory Vote to Approve Executive Compensation
The proposal to approve, on a non-binding, advisory basis,
the compensation of the Company's named executive officers, as disclosed in the 2017 Proxy Statement, received the following votes:
For
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Against
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Abstentions
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Broker Non-Votes
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7,857,236
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6,543,388
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609,399
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1,813,611
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
June 6, 2017
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LEGACY EDUCATION ALLIANCE, INC.
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By:
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/s/
Anthony C. Humpage
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Name: Anthony
C. Humpage
Title: Chief
Executive Officer
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3
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