NTN NTN Buzztime Inc New

 

 

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

 

 

Date of report (Date of earliest event reported): June 7, 2019

 

NTN BUZZTIME, INC.

(Exact name of Registrant as Specified in Charter)

 

Delaware		001-11460		31-1103425
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1800 Aston Ave., Suite 100
Carlsbad, California		92008
(Address of Principal Executive Offices)		(Zip Code)

 

(760) 438-7400

(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):

 

[  ]	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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		NTN		NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07

Submission of Matters to a Vote of Security Holders.

 

At our 2019 annual meeting of stockholders held on June 7, 2019, our stockholders considered and voted upon the following proposals:

 

	1.	To elect six directors to hold office until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualified;
	2.	To approve the NTN Buzztime, Inc. 2019 Performance Incentive Plan;
	3.	To vote on a non-binding advisory resolution to approve the compensation of our named executive officers;
	4.	To vote on a non-binding advisory basis regarding the frequency of future voting on the non-binding advisory vote on the compensation of our named executive officers; and
	5.	To ratify the appointment of Squar Milner LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

As of April 10, 2019, the record date for the 2019 annual meeting of stockholders, there were 2,878,096 shares of common stock issued, outstanding and eligible to vote at the 2019 annual meeting. The final voting results on each of the matters presented to the stockholders are as follows:

 

1.

Election of Directors: The six (6) individuals below were elected as directors until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualified.

 

Name		For		Withheld		Broker Non-Votes
Jeff Berg		923,435		441,333		1,346,998
Ram Krishnan		993,957		370,811		1,346,998
Steve Mitgang		945,352		419,416		1,346,998
Richard Simtob		996,177		368,591		1,346,998
Gregg Thomas		996,177		368,591		1,346,998
Paul Yanover		977,814		386,954		1,346,998

 

2.

Approval of the NTN Buzztime, Inc. 2019 Performance Incentive Plan: The NTN Buzztime, Inc. 2019 Performance Incentive Plan was approved.

 

For		Against		Abstain		Broker Non-Votes
958,445		406,250		73		1,346,998

 

3.

Vote on a non-binding advisory basis to approve the compensation of our named executive officers: The compensation of our named executive officers, on a non-binding advisory basis, was approved.

 

For		Against		Abstain		Broker Non-Votes
958,958		405,080		730		1,346,998

 

 

4.

Vote on a non-binding advisory basis regarding the frequency of future voting on the compensation of our named executive officers: The alternative (every year, every other year or every three years) that received the largest number of votes (other than “abstain”) was designated the stockholders’ non-binding preference as to frequency of future voting on the compensation of our named executive officers. The stockholders’ non-binding preference was every three years.

 

Three Year		Two Years		One Year		Abstain		Broker Non-Votes
842,735		2,899		495,672		23,462		1,346,998

 

In light of and in accordance with the stockholder’s non-binding preference, we have decided to include a non-binding advisory stockholder vote on the compensation of our named executive officers in our proxy materials every three years until the next required non-binding advisory vote on the frequency of voting on the compensation of our named executive officers.

 

5.

Ratification of Squar Milner, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019: The appointment of Squar Milner, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified.

 

For		Against		Abstain
2,710,512		987		267

 

 

SIGNATURES

 

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.

 

Date: June 10, 2019	NTN BUZZTIME, INC.
	By:	/s/ Allen Wolff
		Allen Wolff
		Chief Financial Officer and Executive Vice President