Current Report Filing (8-k)
June 05 2018 - 5:07PM
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):
June 5, 2018
LEGACY EDUCATION ALLIANCE, INC.
(Exact name of registrant as specified in its
charter)
Nevada
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000-55790
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39-2079974
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1612 Cape Coral Parkway East, Cape Coral, Florida
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33904
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(239) 542-0643
N/A
(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):
☐
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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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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. ☐
Item 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECUIRITY HOLDERS
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Four proposals described fully in the 2018 Proxy Statement of Legacy
Education Alliance, Inc. (the “Company”) were presented for approval at the Company’s 2018 Annual Meeting of
Stockholders (the “Annual Meeting”) held on May 31, 2018. As of the record date, 23,007,519 shares of common stock
were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 13,228,033 shares of common stock were represented
in person or by proxy; therefore, a quorum was present.
The stockholders of the Company voted on the following four
matters:
Proposal 1: Election of Directors
There were four directors standing for election at the Annual Meeting.
The following persons were nominated and elected to serve as directors of the Company until the 2019 Annual Meeting of Stockholders
and until their successors are duly elected and qualified: James K. Bass, Anthony C. Humpage, Peter W. Harper, and Cary Sucoff.
The voting results for each nominee were as follows:
Director
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For
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Withheld
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Broker Non-Votes
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James K. Bass
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9,512,047
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1,683,855
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2,032,131
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Anthony C. Humpage
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9,384,841
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1,811,061
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2,032,131
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Peter W. Harper
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9,512,047
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1,683,855
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2,032,131
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Cary Sucoff
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9,512,047
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1,683,855
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2,032,131
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Proposal 2: Ratification of the Appointment of Independent Registered
Public Accounting Firm
The proposal to ratify the appointment of MaloneBailey, LLP as
the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for
the year ending December 31, 2018, as disclosed in the 2018 Proxy Statement, received the following votes:
For
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Against
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Abstentions
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Broker Non-Votes
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11,563,788
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1,664,245
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0
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0
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Proposal 3: Advisory Vote to Approve Executive Compensation
The proposal to approve, on a non-binding, advisory basis, the
compensation of the Company's named executive officers, as disclosed in the 2018 Proxy Statement, received the following votes:
For
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Against
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Abstentions
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Broker Non-Votes
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9,373,786
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1,822,116
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0
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2,032,131
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Proposal 4: Advisory Vote on Frequency of Say on Pay
The proposal to approve, on a non-binding, advisory basis, the
frequency of presenting to stockholders the opportunity to approve, on a non-binding advisory basis, the compensation of the
Company's named executive officers, as disclosed in the 2018 Proxy Statement, received the following votes:
1 Year
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2 Years
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3 Years
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Abstain
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2,481,575
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8,684,058
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20,269
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10,000
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1
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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LEGACY EDUCATION ALLIANCE, INC.
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Date: June 5, 2018
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By:
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/s/ Anthony C. Humpage
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Name: Anthony C. Humpage
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Title: Chief Executive Officer
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