Current Report Filing (8-k)
June 25 2020 - 5:22PM
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): June 25, 2020
PROFESSIONAL
DIVERSITY NETWORK, INC.
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(Exact
name of registrant as specified in its charter)
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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
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(Former
name or former address, if changed since last report)
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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
5.07 Submission of Matters to a Vote of Security Holders
On
June 25, 2020, Professional Diversity Network, Inc., a Delaware corporation (the “Company”) held its Annual
Meeting of Stockholders (the “Annual Meeting”). A total of 10,925,859 shares of common stock constituting a
quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted
to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and
Exchange Commission (the “SEC”) on May 12, 2020 (as amended by Amendment No. 1 filed with the SEC on June 2, 2020),
are as follows:
Proposal
1: The Company’s stockholders elected the following five nominees as directors, to serve until the next Annual Meeting
of Stockholders and until their respective successors are duly elected and qualified, by the following vote:
Name
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For
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Withheld
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Broker Non-Votes
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Courtney Shea
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6,283,109
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50,060
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708,323
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Michael Belsky
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6,283,082
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50,087
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708,323
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Haibin Gong
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6,283,107
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50,062
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708,323
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Hao (Howard) Zhang
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6,283,107
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50,062
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708,323
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Grace Reyes
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6,293,124
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40,045
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708,323
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Proposal
2: The Company’s stockholders voted to ratify the appointment of Ciro E. Adams, CPA, LLC as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2020 by the following vote:
For
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Against
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Abstentions
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7,017,198
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24,292
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2
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Proposal
3: The Company’s stockholders voted to ratify the compensation of our named executive officers by the following vote:
For
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Against
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Abstentions
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6,309,373
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23,483
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313
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As
disclosed previously, on January 2, 2020 the Company received a letter from The Nasdaq Stock Market LLC stating that since the
Company has not yet held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year
end, it no longer complies with Nasdaq’s Listing Rules (the “Listing Rules”) for continued listing. By successfully
holding the Annual Meeting the Company has regained compliance under the Listing Rules, and the staff of Nasdaq has orally confirmed
such compliance status with the Company.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On
June 25, 2020, the Board of Directors of the Company appointed Mr. Xin (Adam) He (“Mr. He”), the Interim Chief Executive
Officer and Chief Financial Officer of the Company, to be the Chief Executive Officer (and cease to be the Chief Financial Officer)
of the Company effective immediately.
On
June 25, 2020, the Board of Directors also appointed Charles O’Brien, the Company’s Director of Finance, to
be the Chief Financial Officer of the Company on an interim basis effective immediately, subject to the finalization of an employment
agreement mutually agreeable by the parties.
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:
June 25, 2020
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/s/
Adam He
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Adam
He, Chief Executive Officer
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