Current Report Filing (8-k)
March 05 2020 - 4:39PM
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
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March 5, 2020
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Date of Report (Date of earliest event reported)
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SUMMER
INFANT, INC.
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(Exact Name of Registrant as Specified in Charter)
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DELAWARE
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001-33346
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20-1994619
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(State or Other
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(Commission File Number)
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(IRS Employer
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Jurisdiction of Incorporation)
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Identification No.)
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1275 PARK EAST DRIVE
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WOONSOCKET, RHODE ISLAND 02895
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(Address of Principal Executive Offices)
(Zip Code)
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(401) 671-6550
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(Registrant's telephone number, including
area code)
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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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¨
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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, par value $0.0001
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SUMR
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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. ¨
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On March 5, 2020, Summer Infant, Inc. (the
“Company”) held a Special Meeting of Stockholders (the “Special Meeting”) in Woonsocket, Rhode Island.
Set forth below are the matters submitted at the Special Meeting by the Board of Directors to a vote of the Company’s stockholders
and the final results of the voting for each proposal.
Proposal 1: Approval of the Reverse Stock Split
The adoption of the amendment to the Amended
and Restated Certificate of Incorporation to effect the Reverse Stock Split at a ratio between 1-for-3 and 1-for-20 was approved
based on the following vote:
For
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Against
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Abstained
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16,046.991
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562,842
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119,125
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Proposal 2: Approval, if Necessary, of the Adjournment
of the Special Meeting
The adjournment(s) of the Special Meeting,
if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special
Meeting cast in favor of Proposal 1 was approved based on the following vote:
For
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Against
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Abstained
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15,827,308
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810,019
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91,631
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The Special Meeting was not adjourned because
Proposal 1 was approved by the affirmative vote of the majority of the shares of common stock entitled to vote at the meeting.
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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SUMMER INFANT, INC.
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Date: March 5, 2020
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By:
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/s/ Paul Francese
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Paul Francese
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Senior Vice President and Chief Financial
Officer
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