Current Report Filing (8-k)
May 20 2019 - 4:07PM
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 16, 2019
PEERSTREAM, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-52176
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20-3191847
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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122 East 42nd Street,
New York, NY
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10168
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(212) 594-5050
(Former name or former address, if changed
since last report)
Not Applicable
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:
☐
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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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Securities registered pursuant to Section 12(b) of the Act:
None
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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—
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—
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—
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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. ☐
Section 5 – Corporate Governance
and Management
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
May 16, 2019, PeerStream, Inc. (the “
Company
”) held its 2019 Annual Meeting of Stockholders (the “
Annual
Meeting
”), at which the following proposals were voted upon:
Proposal 1
: Election of (i) Yoram
(Rami) Abada, (ii) Jason Katz, (iii) Alexander Harrington, (iv) Michael Jones, (v) Lance Laifer, (vi) Michael Levit and (vii) John
Silberstein to the Company’s Board of Directors
(the “
Board
”)
,
each to serve for a one-year term until the annual meeting of stockholders to be held in 2020.
Nominee
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Votes Cast For
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Votes Withheld
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Broker Non-Votes
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Yoram (Rami) Abada
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3,405,260
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801,649
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429,474
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Alexander Harrington
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3,420,224
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786,685
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429,474
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Jason Katz
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3,350,224
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856,685
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429,474
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Michael Jones
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4,199,619
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7,290
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429,474
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Lance Laifer
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3,405,260
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801,649
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429,474
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Michael Levit
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3,420,260
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786,649
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429,474
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John Silberstein
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3,405,185
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801,724
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429,474
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Proposal 2
: Ratification of the
appointment of Marcum LLP as the Company’s independent registered public accounting firm.
Votes Cast For
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Votes Cast Against
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Abstentions
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4,534,823
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48,203
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53,357
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Proposal 3
: Advisory vote to approve
executive compensation.
Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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785,019
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3,305,913
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115,977
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429,474
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Proposal 4
: Advisory vote to determine
the frequency of future advisory votes on the Company’s executive compensation.
1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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292,064
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7,027
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3,128,396
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779,422
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429,474
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Other than the advisory
vote to approve executive compensation, each of the proposals acted upon by the Company’s stockholders at the Annual Meeting
received a sufficient number of votes to be approved.
Based on these results
and consistent with the Company’s recommendation, the Board has determined that the Company will conduct future advisory
votes on the compensation of the Company’s named executive officers every three years. This policy will remain in effect
until the next stockholder vote on the frequency of advisory votes on executive compensation, which is expected to occur at the
Company’s 2025 annual meeting of stockholders.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PEERSTREAM, INC.
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Date: May 20, 2019
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By:
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/s/ Alexander Harrington
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Alexander Harrington
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Chief Executive Officer
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