Amended Current Report Filing (8-k/a)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 28, 2019

Remark Holdings, Inc.



Delaware	001-33720	33-1135689
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3960 Howard Hughes Parkway, Suite 900 Las Vegas, NV	89169	702-701-9514
(Address of principal executive offices)	(Zip Code)	(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value per share	MARK	The NASDAQ Stock Market LLC

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. ☐

EXPLANATORY NOTE

On July 3, 2019, Remark Holdings, Inc. (“we” or “our”) filed a Current Report on Form 8-K (the “Original Form 8-K”) relating to our 2019 annual meeting of stockholders (the “2019 Annual Meeting”) held on June 28, 2019. This Current Report on Form 8-K/A (this “Amendment”) amends and supplements Item 5.07 of the Original Form 8-K to disclose the determination of our Board of Directors regarding how frequently we will hold future non-binding, advisory votes on the compensation of our named executive officers.


Item 5.07	Submission of Matters to a Vote of Security Holders.

As previously reported in the Original Form 8-K, at our 2019 Annual Meeting, we submitted to a vote of our stockholders a non-binding, advisory resolution regarding the frequency of voting on non-binding, advisory resolutions to approve the compensation of our named executive officers. Our stockholders approved an advisory resolution to hold such advisory votes every three years. Our Board of Directors, in light of and consistent with the vote of our stockholders, determined that we will hold non-binding, advisory votes on the compensation of our named executive officers every three years.

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 hereunto duly authorized.