Current Report Filing (8-k)
September 01 2017 - 6:04AM
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
August 31, 2017
(Date of earliest event reported)
Cinedigm Corp.
(Exact name of registrant as specified in
its charter)
Delaware
|
001-31810
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22-3720962
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
|
(IRS Employer
Identification No.)
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45 West 36
th
Street, 7
th
Floor, New York, New York
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10018
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(Address of principal executive offices)
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(Zip Code)
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212-206-8600
(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 (
see
General Instruction A.2. below):
|
o
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|
|
o
|
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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|
o
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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 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
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
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(e) At the Annual Meeting
of Stockholders on August 31, 2017 (the “Annual Meeting”) of Cinedigm Corp. (the “Company”), the stockholders
of the Company approved the Company’s 2017 Equity Incentive Plan (the “Plan”). The Plan provides for the issuance
of up to 2,098,270 shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”),
in the form of various awards, including stock options, stock appreciation rights, stock, restricted stock, restricted stock units,
performance awards and cash awards. The Compensation Committee of the Company’s Board of Directors is authorized to administer
the Plan and make grants thereunder.
The foregoing description is qualified in its entirety by reference
to the Plan, which is filed as Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting, the stockholders of the Company voted
on eight proposals. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended. There was no solicitation of proxies in opposition to management’s nominees as listed in the proxy statement
and all of management’s nominees were elected to our Board of Directors. Details of the voting are provided below:
Proposal 1:
To elect four (4) members of the Company’s Board of Directors
to serve until the 2017 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed).
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Votes For
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Votes Withheld
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Broker Non-Votes
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Christopher J. McGurk
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8,234,322
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771,391
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3,016,495
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Peter C. Brown
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7,977,445
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1,028,268
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3,016,495
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Patrick W. O’Brien
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7,966,162
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1,039,551
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3,016,495
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Zvi M. Rhine
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8,237,109
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768,604
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3,016,495
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Proposal 2:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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To approve by non-binding vote, executive compensation.
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7,445,551
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1,404,539
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155,623
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3,016,495
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Proposal 3:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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To ratify the appointment of EisnerAmper LLP as our independent auditors for the fiscal year ending March 31, 2017.
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11,637,573
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353,158
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31,477
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N/A
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Proposal 4:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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To approve the issuance of shares of Class A common stock in connection with an investment in the Company and related exchanges of the Company’s convertible notes.
|
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8,504,784
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497,222
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3,707
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3,016,495
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Proposal 5:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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To amend the Company’s Certificate of Incorporation to increase the number of authorized shares of Class A Common Stock
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8,495,039
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507,455
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3,219
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3,016,495
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Proposal 6:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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To amend the Company’s Certificate of Incorporation to eliminate certain transfer restrictions set forth in Section 4.4 of the Certificate of Incorporation.
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8,102,613
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894,937
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8,163
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3,016,495
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Proposal 7:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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To amend the Company’s Certificate of Incorporation to eliminate the Class B common stock and the Series B Junior Participating Preferred Stock
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8,534,049
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467,318
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4,346
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3,016,495
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Proposal 8:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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To approve the 2017 Equity Incentive Plan.
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7,592,945
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1,270,046
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142,722
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3,016,495
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements
of Section 13 or 15 (d) 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: August 31, 2017
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By:
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/s/ Gary S. Loffredo
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Name:
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Gary S. Loffredo
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Title:
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President of Digital Cinema, General Counsel & Secretary
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