Current Report Filing (8-k)
May 03 2019 - 4:01PM
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 Earliest Event reported)
— May 3, 2019 (April 30, 2019)
MDC PARTNERS INC.
(Exact name of registrant as specified
in its charter)
Canada
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001-13718
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98-0364441
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(Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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745 Fifth Avenue, 19
th
Floor,
New York, NY 10151
(Address of principal executive offices and zip code)
(646) 429-1800
(Registrant’s Telephone Number)
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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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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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.
¨
Securities
registered pursuant to Section 12(b) of the Act:
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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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Class
A Subordinate Voting Shares, no par value
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MDCA
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NASDAQ
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
Anne Marie O’Donovan Retirement
from Board of Directors
As previously referenced
in MDC Partners Inc.’s (the “Company”) Proxy Statement for the 2019 Annual General Meeting of Stockholders,
on April 30, 2019, Anne Marie O’Donovan, a member of the Company’s Board of Directors (the “Board”), informed
the Board that she intends to retire from the Board prior to July 31, 2019 due to another professional commitment, and she does
not intend to serve a full one-year term if re-elected at the Company’s June 4, 2019 shareholders’ meeting. Ms. O’Donovan’s
planned retirement will facilitate an appropriate transition of Board and Audit Committee responsibilities to another Canadian
independent director with industry experience.
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: May 3, 2019
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MDC
Partners Inc.
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By:
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/s/
Mitchell Gendel
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Mitchell Gendel
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General Counsel
& Corporate Secretary
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