Current Report Filing (8-k)
June 21 2019 - 2:26PM
Edgar (US Regulatory)
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 21, 2019 (June 21, 2019)
Manhattan
Bridge Capital, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
New
York
|
|
000-25991
|
|
11-3474831
|
(State
or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
60
Cutter Mill Road, Great Neck, NY
|
|
11021
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(Address
of Principal Executive Offices)
|
|
(Zip
Code)
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(516)
444-3400
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K 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 Section 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, par value $0.001 per share
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LOAN
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The
Nasdaq Capital Market
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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
5.02.
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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
June 21, 2019, the Board of Directors (the “
Board
”) of Manhattan Bridge Capital, Inc. (the “
Company
”)
increased the size of the Board by one and appointed Phillip Michals as a member of the Board effective immediately. In addition,
the Company appointed Mr. Michals to serve on the Company’s Audit Committee, Compensation Committee and Corporate Governance
and Nominating Committee.
As
remuneration for his service as a director, Mr. Michals will receive the same fees as the Company’s other non-executive
directors, as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Except
as otherwise set forth herein, there is no arrangement or understanding between Mr. Michals and any other person pursuant to which
he was elected as a director, and there are no transactions in which Mr. Michals has an interest requiring disclosure under Item
404(a) of Regulation S-K.
Item
5.07.
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Submission
of Matters to a Vote of Security Holders.
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On
June 21, 2019, the Company held its 2019 Annual Meeting of Shareholders (the “
2019 Annual Meeting
”). The results
of the shareholders voting at the 2019 Annual Meeting are set forth below:
Proposal
No. 1 — Election of Directors
The
shareholders elected the following individuals as directors of the Company to hold office until the next annual meeting of shareholders
and until their successors shall have been duly elected and qualified.
Director
Name
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For
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Withheld
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Broker
Non-Votes
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Assaf Ran
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4,313,576
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67,791.60
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4,766,207
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Lyron Bentovim
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4,105,112.60
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94,255
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4,766,207
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Eran Goldshmit
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4,079,212.60
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120,155
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4,766,207
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Michael Jackson
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4,080,450.60
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118,917
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4,766,207
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Proposal
No. 2 — Advisory approval of the appointment of Hoberman & Lesser, LLP as the Company’s independent auditors for
the fiscal year ending December 31, 2019.
For
|
|
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Against
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Abstain
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Broker
Non-Votes
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8,744,076.60
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54,975
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136,523
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-
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Proposal
No. 3 — Advisory vote on the compensation of the Company’s named executive officers.
For
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Against
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Abstain
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Broker
Non-Votes
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3,878,850
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287,288.60
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33,229
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4,766,207
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Proposal
No. 4 — Advisory vote on the frequency of the advisory vote on compensation of the Company’s named executive officers.
1
Year
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2
Years
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3
Years
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Abstain
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Broker
Non-Votes
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857,455
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126,160
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3,171,236.60
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44,516
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4,766,207
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The
results reported above are final voting results.
In
accordance with the stockholder voting results, in which every “Three Years” received the highest number of votes
cast on the frequency proposal, and our Board of Directors’ recommendation in the proxy statement for the 2019 annual meeting
of stockholders, our Board of Directors has determined that future stockholder advisory (non-binding) votes on the compensation
of our named executive officers will occur every two years. Accordingly, the next stockholder advisory (non-binding) vote on executive
compensation will be held at our 2022 annual meeting of stockholders.
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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MANHATTAN BRIDGE CAPITAL, INC.
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Date:
June 21, 2019
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By:
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/s/
Assaf Ran
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Name:
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Assaf Ran
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Title:
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President and
Chief Executive Officer
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