Current Report Filing (8-k)
June 01 2017 - 3:51PM
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): May 31, 2017
THESTREET,
INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State
or other jurisdiction of incorporation)
0-25779
(Commission
File Number)
|
06-1515824
(IRS
Employer Identification No.)
|
14
WALL STREET, 15
TH
FLOOR
NEW
YORK, NEW YORK 10005
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 321-5000
NA
(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 (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))
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
2017 Annual Meeting of Stockholders of the Company (the “2017 Annual Meeting”) was held on May 31, 2017. Stockholders
of record at the close of business on April 5, 2017 (the “Record Date”) were entitled to vote at the 2017 Annual Meeting. As
of the Record Date, there were issued and outstanding 35,628,317 shares of the Company’s common stock and 5,500 shares of
the Company’s Series B Preferred Stock (the “Preferred Stock”). The holders of the Preferred Stock
were entitled to vote together as a single class with the holders of the Company’s common stock, having a vote equivalent
to that of 3,856,942 shares of common stock, which is the number of votes that the holders of the Preferred Stock would be entitled
to cast had such holders converted their Preferred Stock into shares of the Company’s common stock on the Record Date. As
a result, there were a total of 39,485,259 shares entitled to vote at the 2017 Annual Meeting.
The
Company’s stockholders voted on 5 of the 6 proposals at the 2017 Annual Meeting, which were each described in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2017 (the “Proxy Statement”). The
final results for the votes are set forth below.
Proposal
1
:
Sarah
Fay, Stephen Zacharias and Betsy Morgan were each elected as Class III directors, each receiving at least a majority of the votes
cast, to serve for a three-year term expiring at the annual meeting of stockholders in 2020, or until their respective successors
are duly elected and qualified, by the votes set forth below:
|
|
|
For
|
|
|
|
Withheld
|
|
|
|
Broker
Non-Vote
|
|
Sarah Fay
|
|
|
14,864,986
|
|
|
|
10,933,026
|
|
|
|
7,961,256
|
|
|
|
|
For
|
|
|
|
Withheld
|
|
|
|
Broker
Non-Vote
|
|
Stephen Zacharias
|
|
|
15,161,231
|
|
|
|
10,636,781
|
|
|
|
7,961,256
|
|
|
|
|
For
|
|
|
|
Withheld
|
|
|
|
Broker
Non-Vote
|
|
Betsy Morgan
|
|
|
19,573,833
|
|
|
|
6,224,179
|
|
|
|
7,961,256
|
|
Proposal
2:
The
Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2017, by the votes set forth below:
For
|
|
|
|
Against
|
|
|
|
Abstain
|
|
31,416,320
|
|
|
|
2,241,872
|
|
|
|
101,076
|
|
There
were no broker non-votes on this proposal.
Proposal
3:
The
Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive
officers as described in the Proxy Statement, by the votes set forth below:
For
|
|
|
|
Against
|
|
|
|
|
Abstain
|
|
|
|
Broker
Non-Vote
|
|
14,712,334
|
|
|
|
10,578,626
|
|
|
|
507,052
|
|
|
|
7,961,256
|
|
Proposal
4:
The
Company’s stockholders voted, on an advisory (non-binding) basis, that the frequency of the vote of future advisory votes
on compensation of the Company’s named executive officers as described in the Proxy Statement be One Year, by the votes
set forth below:
One
Year
|
|
|
|
Two
Years
|
|
|
|
|
Three
Years
|
|
|
|
Abstain
|
|
|
Broker
Non-Vote
|
24,602,120
|
|
|
|
23,750
|
|
|
|
690,454
|
|
|
|
481,688
|
|
|
7,961,256
|
In
light of the Company’s stockholders’ strong preference for One Year, the Company has decided that it will continue
to conduct the executive compensation advisory vote annually.
Proposal
5:
Proposal
5 did not receive the requisite vote of the holders of at least 80% of the voting power of shares entitled to vote at an election
of directors. Therefore, the Company’s stockholders did not approve an amendment to the Company’s Restated Certificate
of Incorporation to declassify the Board of Directors.
For
|
|
|
|
Against
|
|
|
|
|
Abstain
|
|
|
|
Broker
Non-Vote
|
|
25,107,782
|
|
|
|
83,682
|
|
|
|
606,548
|
|
|
|
7,961,256
|
|
Proposal
6:
The
Company’s stockholders did not vote at the 2017 Annual Meeting on the stockholder proposal to eliminate supermajority voting
requirements from the Company’s governing documents because the proposal was not properly presented.
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.
|
THESTREET,
INC. (Registrant)
|
|
|
|
|
|
Date:
June 1, 2017
|
By:
|
/s/Eric
Lundberg
|
|
|
|
Eric
Lundberg
|
|
|
|
Chief
Financial Officer
|
|
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