Current Report Filing (8-k)
October 26 2020 - 05:02PM
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
October 23, 2020
(Date of earliest event reported)
Cinedigm Corp.
(Exact name of registrant as specified in its charter)
Delaware |
001-31810 |
22-3720962 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
237 West 35th Street,
Suite 605, New York, New York |
10001 |
(Address of principal executive
offices) |
(Zip Code) |
212-206-8600
(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 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)) |
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 transmission period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading
Symbol(s) |
Name of each exchange
on which registered |
Class A Common Stock |
CIDM |
Nasdaq Global Market |
|
Item 5.02 |
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
On October 23, 2020, Cinedigm Corp. (the "Company") amended its
2017 Equity Incentive Plan (the "Plan Amendment") to increase the
number of shares authorized for issuance thereunder from 4,098,270
to 14,098,270.
The foregoing description of the Plan Amendment is qualified in its
entirety by reference to such amendment, which is filed herewith as
Exhibit 10.1.
|
Item 5.03 |
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year. |
On October 23, 2020, the Company filed a Certificate of Amendment
to the Fifth Amended and Restated Certificate of Incorporation (the
“Charter Amendment”), pursuant to which the number of shares of
Class A common stock authorized for issuance was increased to
200,000,000 shares.
The foregoing description of the Charter Amendment is qualified in
its entirety by reference to such amendment, which is filed
herewith as Exhibit 3.1.
|
Item 5.07 |
Submission of Matters to a Vote
of Security Holders. |
(a) At the Annual Meeting of Stockholders on
October 23, 2020 (the “Annual Meeting”) of the Company, the
stockholders of the Company voted on six 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.
(b) Details of the voting are provided below:
Proposal 1:
To elect six (6) members of the Company’s Board of Directors to
serve until the 2020 Annual Meeting of Stockholders (or until
successors are elected or directors resign or are removed).
|
Votes For |
Votes Withheld |
Broker Non-Votes |
Christopher J. McGurk |
60,283,355 |
4,300,413 |
13,331,269 |
Peter C. Brown |
60,568,970 |
4,014,798 |
13,331,269 |
Tom Bu |
59,868,985 |
4,714,783 |
13,331,269 |
Patrick W. O’Brien |
60,395,975 |
4,187,793 |
13,331,269 |
Zvi M. Rhine |
60,914,822 |
3,668,946 |
13,331,269 |
Peixin Xu |
57,751,848 |
6,831,920 |
13,331,269 |
Proposal 2:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
To approve by non-binding vote, executive compensation.
|
61,034,130 |
3,478,773 |
70,865 |
13,331,269 |
Proposal
3: |
|
|
|
|
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
To approve an amendment to the
Company's 2017 Equity Incentive Plan to increase the total number
of shares of Class A Common Stock available for issuance
thereunder. |
60,985,140 |
3,560,706 |
37,922 |
13,331,269 |
Proposal
4: |
|
|
|
|
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
To approve an amendment to the
Company's Certificate of Incorporation to increase the number of
shares of Class A Common Stock authorized for issuance. |
68,794,904 |
8,968,280 |
151,853 |
N/A |
Proposal
5: |
|
|
|
|
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
To approve an amendment to the
Company's Certificate of Incorporation to effect a reverse stock
split, subject to the Board’s discretion. |
68,524,611 |
9,284,326 |
106,100 |
N/A |
Proposal 6:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
To ratify the appointment of
EisnerAmper LLP as our independent auditors for the fiscal year
ending March 31, 2021. |
72,240,752 |
5,564,304 |
109,981 |
N/A |
|
Item 9.01 |
Financial Statements and
Exhibits. |
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 thereunto duly authorized.
|
|
CINEDIGM
CORP. |
Dated: October
26, 2020 |
|
By: |
/s/ Gary S. Loffredo
|
|
|
|
Gary S. Loffredo
Chief Operating Officer, President of Digital Cinema, General
Counsel and Secretary |
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