Current Report Filing (8-k)
October 15 2019 - 3:55PM
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 10, 2019
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
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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801
W. Adams Street, Sixth Floor, Chicago, Illinois 60607
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (312) 614-0950
N/A
(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):
[ ]
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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:
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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Common
Stock, $.01 par value
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IPDN
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The
NASDAQ Stock Market LLC
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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. [ ]
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
At
a meeting of the Board of Directors (the “Board”) of Professional Diversity Network, Inc. (the “Company”)
on October 10, 2019, Ms. Star Jones (“Ms. Jones”), the Company’s President and a member of the Board, announced
her resignation from her position as the President effective as of December 31, 2019 and that she will not run for reelection
as a director of the Company at the next annual shareholder meeting of the Company, which is currently scheduled to take place
on December 17, 2019. Ms. Jones’ employment agreement with the Company expired on September 24, 2019. During the period
between September 25, 2019 and December 31, 2019, Ms. Jones will receive the same level of compensation and benefits as before.
At such meeting, the Board of Directors resolved to accept Ms. Jones’ resignation. Ms. Jones served in such capacity since
September 2014, and her decision to resign was not due to any disagreement with the Company (as described in Item 5.02(a) of Form
8-K). The Company thanks Ms. Jones for her years of service to the Company.
Item
8.01. Other Events
At
the board meeting described in Item 5.02 above, the Board resolved to hold the Company’s 2019 annual shareholder meeting
on December 17, 2019, and the Board further resolved to fix the record date for determining stockholders entitled to vote at the
2019 annual shareholder meeting as October 21, 2019.
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.
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Professional
Diversity Network, Inc.
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Date:
October 15, 2019
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/s/
Adam He
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Adam
He, Chief Financial Officer
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