Current Report Filing (8-k)

Date : 05/20/2019 @ 9:07PM
Source : Edgar (US Regulatory)
Stock : Peerstream, Inc. (QB) (PEER)
Quote : 1.8  0.55 (44.00%) @ 9:30PM

Current Report Filing (8-k)





Washington, D.C. 20549








Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 16, 2019


(Exact name of registrant as specified in its charter)


Delaware   000-52176   20-3191847
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)


122 East 42nd Street,

New York, NY

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (212) 594-5050


(Former name or former address, if changed since last report)

Not Applicable




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))


Securities registered pursuant to Section 12(b) of the Act: None


Title of each class  



  Name of each exchange on which registered


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. ☐







Section 5 – Corporate Governance and Management


Item 5.07   Submission of Matters to a Vote of Security Holders.


On May 16, 2019, PeerStream, Inc. (the “ Company ”) held its 2019 Annual Meeting of Stockholders (the “ Annual Meeting ”), at which the following proposals were voted upon:


Proposal 1 : Election of (i) Yoram (Rami) Abada, (ii) Jason Katz, (iii) Alexander Harrington, (iv) Michael Jones, (v) Lance Laifer, (vi) Michael Levit and (vii) John Silberstein to the Company’s Board of Directors (the “ Board ”) , each to serve for a one-year term until the annual meeting of stockholders to be held in 2020.


Nominee   Votes Cast For     Votes Withheld     Broker Non-Votes  
Yoram (Rami) Abada     3,405,260       801,649       429,474  
Alexander Harrington     3,420,224       786,685       429,474  
Jason Katz     3,350,224       856,685       429,474  
Michael Jones     4,199,619       7,290       429,474  
Lance Laifer     3,405,260       801,649       429,474  
Michael Levit     3,420,260       786,649       429,474  
John Silberstein     3,405,185       801,724       429,474  


Proposal 2 : Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm.


Votes Cast For     Votes Cast Against     Abstentions  
  4,534,823       48,203       53,357  


Proposal 3 : Advisory vote to approve executive compensation.


Votes Cast For     Votes Cast Against     Abstentions     Broker Non-Votes  
  785,019       3,305,913       115,977       429,474  


Proposal 4 : Advisory vote to determine the frequency of future advisory votes on the Company’s executive compensation.


1 Year     2 Years     3 Years     Abstentions     Broker Non-Votes  
  292,064       7,027       3,128,396       779,422       429,474  


Other than the advisory vote to approve executive compensation, each of the proposals acted upon by the Company’s stockholders at the Annual Meeting received a sufficient number of votes to be approved.


Based on these results and consistent with the Company’s recommendation, the Board has determined that the Company will conduct future advisory votes on the compensation of the Company’s named executive officers every three years. This policy will remain in effect until the next stockholder vote on the frequency of advisory votes on executive compensation, which is expected to occur at the Company’s 2025 annual meeting of stockholders.







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date:  May 20, 2019 By: /s/ Alexander Harrington
    Alexander Harrington
    Chief Executive Officer






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