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 20, 2017


RMG NETWORKS HOLDING CORPORATION

 (Exact Name of Registrant as Specified in Charter)


Delaware

001-35534

27-4452594

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)


15301 North Dallas Parkway
Suite 500

Addison, TX

75001

(Address of Principal Executive Offices)

(Zip Code)


(800) 827-9666

 (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 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

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[_]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


As described in Item 5.07 below, at the annual meeting of stockholders of RMG Networks Holding Corporation (the “Company”) held on June 20, 2017 (the “Annual Meeting”), the stockholders of the Company approved an amendment (the “First Amendment”) to the Company’s 2013 Equity Incentive Plan (the “Plan”) to (1) increase the number of shares of the Company’s common stock reserved for issuance under the Plan from 2,500,000 to 6,500,000 and (2) require that any repricing of options granted under the Plan be approved by the Company’s stockholders. As a result, the First Amendment became effective on June 20, 2017.


A copy of the First Amendment to the Plan is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.  The foregoing summary is qualified in its entirety by the complete terms and conditions of the First Amendment to the Plan.  A description of the material terms of the Plan, as amended by the First Amendment, was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2017 (the “Proxy Statement”).


Item 5.07.

Submission of Matters to a Vote of Security Holders.


At the Annual Meeting, the Company’s stockholders (1) elected each of the two nominees for class II directors for a three-year term expiring in 2020, (2) approved a series of alternative amendments to the Company’s Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company’s board of directors (the “Board”), a reverse stock split of the Company’s common stock at a reverse stock split ratio ranging from one-for-two to one-for-five, with the decision to implement one or none of such reverse split amendments and abandon the other reverse split amendments to be made by the Board within six months after the date of the Annual Meeting, (3) approved the First Amendment, (4) ratified the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, and (5) authorized the Board to adjourn and postpone the Annual Meeting to a later date or dates, if necessary. The final voting results for each proposal submitted to a vote are set forth below:


PROPOSAL 1:

Election of Class II Directors.


Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Alan Swimmer

 

25,321,265

 

267,845

 

12,745,607

Larry Weber

 

25,318,846

 

270,264

 

12,745,607


PROPOSAL 2:

Approval of a series of alternative amendments to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of 1:2, 1:3, 1:4 or 1:5.


Votes For

 

Votes Against

 

Abstentions

37,843,316

 

383,164

 

108,237


PROPOSAL 3:

Approval of the First Amendment to the Plan to increase the number of shares of Common Stock that may be issued under the Equity Incentive Plan from 2,500,000 to 6,500,000, and to require that any repricing of options be approved by the Company’s stockholders.


Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

24,467,777

 

994,515

 

126,818

 

12,745,607


PROPOSAL 4:

Approval of the ratification of Whitley Penn LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017.


Votes For

 

Votes Against

 

Abstentions

37,911,500

 

315,102

 

108,115


PROPOSAL 5:

Approval to authorize the Board of Directors to adjourn and postpone the annual meeting to a later date or dates.


Votes For

 

Votes Against

 

Abstentions

36,631,508

 

1,410,104

 

293,105


Item 9.01 .

Exhibits.


(d)

Exhibits


Exhibit
Number

 

Exhibit

10.1

 

Amendment to 2013 Equity Incentive Plan.




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.



Dated: June 21, 2017

RMG NETWORKS HOLDING CORPORATION


By:   /s/ Robert R. Robinson                           

Name: Robert R. Robinson

Title: Senior Vice President, General Counsel and Secretary


 





EXHIBIT INDEX


Exhibit
Number

 

Exhibit

10.1

 

Amendment to 2013 Equity Incentive Plan.


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