Current Report Filing (8-k)
October 11 2018 - 4:31PM
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): October 11, 2018 (October 8, 2018)
PROFESSIONAL
DIVERSITY NETWORK, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-35824
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80-0900177
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(State
of other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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801
W. Adams Street, Sixth Floor, Chicago, Illinois
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60607
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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:
(312) 614-0950
(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:
[ ]
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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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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 [X]
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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On
October 8, 2018, the Board of Directors (the “
Board
”) of Professional Diversity Network, Inc., a Delaware company
(the “
Company
”) appointed Ms. Lida Fang as a new member of the Board, effective immediately.
Ms.
Fang (age 60) has extensive experience and resources in the media industry and has been actively promoting the career development
for Chinese women. From March 2001, Ms. Fang has been serving as the editor in chief of magazine Illustrated Newspaper of Macao,
Hong Kong and Taiwan. From 2001 to 2017, Ms. Fang served as a member of the committee of Beijing Liaison Committee of China Democratic
National Construction Association. Since 2008, Ms. Fang has been working as the vice academic dean of Beijing Charity Academy.
Ms. Fang received her MBA from Beihang University in 2004 and her bachelor degree in Computer Science from HeFei University of
Technology in 1985.
In
connection with her appointment as a director to the Company, Ms. Fang shall receive an annual compensation of $5,000. Ms. Fang
will also receive $500 for each Board meeting and phone conference she attends. In addition, Ms. Fang is granted $25,000 worth
restricted stock units of the Company, which will be vested one year after the date of grant.
There
are no understandings or arrangements between Ms. Fang and any other person pursuant to which Ms. Fang was selected as a director.
There is no family relationship between Ms. Fang with any of our other officers and directors, or person nominated or chosen by
the Company to become an officer or director. Except for the above disclosure, in the past two years there have been no transactions
in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which the Ms. Fang had or
will have a direct or indirect material interest, and there are currently no such proposed transaction.
On
October 9, 2018, Mr. Xianfang (Scott) Liu resigned as a member of the Board as well as from his membership in the Board’s
audit committee and nominating and corporate governance committee, effective immediately. Mr. Liu’s decision to resign was
caused by his personal reasons and was not as a result of any disputes with the Company.
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:
October 11, 2018
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PROFESSIONAL
DIVERSITY NETWORK, INC.
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By:
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/s/
Jiangping (Gary) Xiao
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Jiangping
(Gary) Xiao
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Chief
Financial Officer
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