Current Report Filing (8-k)

Date : 06/10/2019 @ 9:31PM
Source : Edgar (US Regulatory)
Stock : Ntn Buzztime, Inc. (NTN)
Quote : 3.46  0.14 (4.22%) @ 8:59PM

Current Report Filing (8-k)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 7, 2019

 

NTN BUZZTIME, INC.

(Exact name of Registrant as Specified in Charter)

 

Delaware   001-11460   31-1103425

(State or Other Jurisdiction of

Incorporation)

  (Commission
File Number)
 

(I.R.S. Employer

Identification No.)

 

1800 Aston Ave., Suite 100    
Carlsbad, California   92008
(Address of Principal Executive Offices)   (Zip Code)

 

(760) 438-7400

(Registrant’s telephone number, including area code)

 

 

 

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):

 

[  ] 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(s)   Name of each exchange on which registered
Common Stock   NTN   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

 

At our 2019 annual meeting of stockholders held on June 7, 2019, our stockholders considered and voted upon the following proposals:

 

  1. To elect six directors to hold office until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualified;
     
  2. To approve the NTN Buzztime, Inc. 2019 Performance Incentive Plan;
     
  3. To vote on a non-binding advisory resolution to approve the compensation of our named executive officers;
     
  4. To vote on a non-binding advisory basis regarding the frequency of future voting on the non-binding advisory vote on the compensation of our named executive officers; and
     
  5. To ratify the appointment of Squar Milner LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

As of April 10, 2019, the record date for the 2019 annual meeting of stockholders, there were 2,878,096 shares of common stock issued, outstanding and eligible to vote at the 2019 annual meeting. The final voting results on each of the matters presented to the stockholders are as follows:

 

  1. Election of Directors: The six (6) individuals below were elected as directors until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualified.

 

Name   For   Withheld  

Broker

Non-Votes

Jeff Berg   923,435   441,333   1,346,998
             
Ram Krishnan   993,957   370,811   1,346,998
             
Steve Mitgang   945,352   419,416   1,346,998
             
Richard Simtob   996,177   368,591   1,346,998
             
Gregg Thomas   996,177   368,591   1,346,998
             
Paul Yanover   977,814   386,954   1,346,998

 

  2. Approval of the NTN Buzztime, Inc. 2019 Performance Incentive Plan: The NTN Buzztime, Inc. 2019 Performance Incentive Plan was approved.

 

For   Against   Abstain  

Broker

Non-Votes

958,445   406,250   73   1,346,998

 

  3. Vote on a non-binding advisory basis to approve the compensation of our named executive officers: The compensation of our named executive officers, on a non-binding advisory basis, was approved.

 

For   Against   Abstain  

Broker

Non-Votes

958,958   405,080   730   1,346,998

 

 
 

 

  4. Vote on a non-binding advisory basis regarding the frequency of future voting on the compensation of our named executive officers: The alternative (every year, every other year or every three years) that received the largest number of votes (other than “abstain”) was designated the stockholders’ non-binding preference as to frequency of future voting on the compensation of our named executive officers. The stockholders’ non-binding preference was every three years.

 

Three Year   Two Years   One Year   Abstain  

Broker

Non-Votes

842,735   2,899   495,672   23,462   1,346,998

 

In light of and in accordance with the stockholder’s non-binding preference, we have decided to include a non-binding advisory stockholder vote on the compensation of our named executive officers in our proxy materials every three years until the next required non-binding advisory vote on the frequency of voting on the compensation of our named executive officers.

 

  5. Ratification of Squar Milner, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019: The appointment of Squar Milner, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified.

 

For   Against   Abstain
2,710,512   987   267

 

 
 

 

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: June 10, 2019 NTN BUZZTIME, INC.
     
  By: /s/ Allen Wolff
    Allen Wolff
    Chief Financial Officer and Executive Vice President

 

 
 

 

 

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