Current Report Filing (8-k)
July 09 2021 - 4:01PM
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): July
2, 2021
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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1490 N.E. Pine Island Road, Suite 5D
Cape Coral, Florida
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33909
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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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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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N/A
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N/A
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N/A
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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 Submission Of Matters To A Vote
Of Security Holders
Six proposals described fully in the 2021 Proxy Statement
of the Company were presented for approval at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”)
held on July 2, 2021. As of the record date, 32,948,197 shares of common stock were outstanding and entitled to vote at the Annual Meeting.
At the Annual Meeting, 27,408,343 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
six matters:
Proposal 1: Election of Directors
For the four Board positions, there were seven nominees
standing for election at the Annual Meeting. The following persons were nominated and elected to serve as directors of the Company until
the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Michel Botbol, Peter W. Harper, Barry
Kostiner, and Cary Sucoff. The voting results for each nominee were as follows:
Candidate
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For
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Withheld
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Broker Non-Votes
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Michel Botbol
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15,865,348
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10,813,140
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729,855
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Peter W. Harper
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15,845,348
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10,833,140
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729,855
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Barry Kostiner
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15,865,348
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10,813,140
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729,855
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Cary Sucoff
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15,635,035
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11,043,453
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729,855
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Haren Bhakta
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10,609,884
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-0-
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729,855
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John Buckingham
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6,498,027
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4,111,857
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729,855
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Jeremy Weiner
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6,498,027
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4,111,857
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729,855
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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, 2021 as disclosed in the 2021 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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27,301,661
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97,359
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9,323
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729,855
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Proposal 3: Approval of the 2021 Equity Incentive
Plan
The proposal to approve the adoption of the 2021
Incentive Plan as disclosed in the 2021 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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15,430,895
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11,239,056
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8,537
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729,855
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Proposal 4: Approval of the
“Spin Off” Transaction
The proposal to approve the
Spin Off Transaction as disclosed in the 2021 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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17,188,232
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9,489,718
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538
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729,855
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Proposal 5: Approval of the 20% Issuance
Proposal
The proposal to approve the 20% Issuance as disclosed
in the 2021 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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17,183,233
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9,488,718
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6,537
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729,855
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Proposal 6: Proposal to Adjourn the Meeting, If
Necessary
The proposal to adjourn the 2021 Annual Stockholders
Meeting, if necessary, as disclosed in the 2021 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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20,956,545
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5,714,405
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7,538
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729,855
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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: July 9, 2021
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By:
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/s/ Michel Botbol
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Name: Michel Botbol
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Title: Chief Executive Officer
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