Current Report Filing (8-k)
December 29 2014 - 8:10AM
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)
December 29, 2014
MGT Capital Investments, Inc.
(Exact name of registrant as specified in
its charter)
Delaware |
0-26886 |
13-4148725 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
500 Mamaroneck Avenue, Suite 204, Harrison,
NY 10528
(Address of principal executive offices,
including zip code)
(914) 630-7431
(Registrant's telephone number, including
area code)
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:
| ¨ | 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
An annual meeting (the “Meeting”)
of the shareholders of MGT Capital Investments, Inc. (the “Company”) was held on December 18, 2014, at the Company’s
offices located at 500 Mamaroneck Avenue, Suite 204, Harrison, NY 10528. The Company filed its definitive proxy statement
for the proposals voted upon at the Meeting with the U.S. Securities and Exchange Commission (the “SEC”) on November
5, 2014, and received the final tabulation of its shareholders’ votes on December 22, 2014.
The following items of business were voted
upon by the stockholders at the Meeting:
| (1) | A
proposal to re-elect or elect four directors, each such director to serve until the next annual meeting of the Company’s
stockholders and until their successors are duly elected and qualified or until their earlier resignation, removal or death. |
All director nominees were re-elected/elected and the votes
cast were as follows:
Director |
|
For |
|
|
Withheld |
|
|
Broker non-votes |
|
H. Robert Holmes |
|
3,085,415 |
|
|
315,547 |
|
|
3,762,341 |
|
Robert B. Ladd |
|
3,071,381 |
|
|
329,581 |
|
|
3,762,341 |
|
Michael Onghai |
|
3,122,500 |
|
|
278,462 |
|
|
3,762,341 |
|
Joshua Silverman |
|
3,238,717 |
|
|
162,245 |
|
|
3,762,341 |
|
| (2) | A
proposal to consider and approve, on an advisory basis, the compensation of the Company’s named executive officers for the
fiscal year ending December 31, 2013. |
The compensation of the Company’s named executive officers
for the fiscal year ending December 31, 2013 was approved and the votes were cast as follows:
For |
|
|
Against |
|
|
Abstain |
|
2,950,011 |
|
|
|
419,709 |
|
|
|
31,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (2) | A
proposal to consider and ratify the appointment of Marcum LLP as the Company’s Independent Registered Public Accountant
for the fiscal year ending December 31, 2014. |
The appointment of Marcum LLP as the Company’s Independent
Registered Public Accountant for the fiscal year ending December 31, 2014 was ratified and the votes were cast as follows:
For |
|
|
Against |
|
|
Abstain |
|
6,504,895 |
|
|
|
630,608 |
|
|
|
27,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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 thereunto duly authorized.
Dated: December 29, 2014
|
MGT Capital Investments, Inc. |
|
|
|
|
|
By: |
/s/ Robert B. Ladd |
|
Name:
Title: |
Robert B. Ladd
President and Chief Executive Officer |
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