FALSE000089248200008924822022-05-122022-05-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 2, 2022
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Qumu Corporation |
| (Exact name of Registrant as Specified in its Charter) |
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| | Minnesota | |
| (State Or Other Jurisdiction Of Incorporation) |
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000-20728 | | 41-1577970 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
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400 S 4th St, Suite 401-412 | | |
Minneapolis, MN | | 55415 |
| (Address Of Principal Executive Offices) | | (Zip Code) |
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| | (612) 638-9100 | |
| Registrant’s Telephone Number, Including Area Code |
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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:
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| o | Written communications pursuant to Rule 425 under the Securities Act |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading
Symbol | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | QUMU | | The Nasdaq Stock Market LLC |
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. o
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. o
Items under Sections 1 through 4 and 6 through 8 are not applicable and therefore omitted.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 2, 2022, Qumu Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). Of the 17,857,626 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting on the April 25, 2022 record date, 13,846,935 shares, or approximately 77.5%, were present at the Annual Meeting either in person or by proxy.
The following describes the matters considered by the Company’s shareholders at the Annual Meeting, as well as the results of the votes cast at the meeting:
1.To elect seven (7) directors to serve until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified.
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| Nominee | | For | | Withhold | | Broker Non-Vote |
| Rose Bentley | | 7,629,705 | | 1,380,272 | | 4,836,958 |
| Neil E. Cox | | 6,859,516 | | 2,150,461 | | 4,836,958 |
| Mary E. Chowning | | 6,869,416 | | 2,140,561 | | 4,836,958 |
| Daniel R. Fishback | | 6,856,401 | | 2,153,576 | | 4,836,958 |
| Edward D. Horowitz | | 6,802,833 | | 2,207,144 | | 4,836,958 |
| Kenan Lucas | | 7,607,026 | | 1,402,951 | | 4,836,958 |
| Robert F. Olson | | 6,858,604 | | 2,151,373 | | 4,836,958 |
2.To approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
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| For | | Against | | Abstain | | Broker Non-Vote |
| 6,827,330 | | 2,180,153 | | 2,494 | | 4,836,958 |
3.To approve an amendment to the Qumu Corporation Second Amended and Restated 2007 Stock Incentive Plan to increase the number of shares authorized for issuance by 1,200,000 shares.
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| For | | Against | | Abstain | | Broker Non-Vote |
| 6,697,756 | | 2,300,468 | | 11,753 | | 4,836,958 |
4.To ratify the appointment of KPMG LLP as the independent registered public accounting firm for Qumu Corporation for the year ending December 31, 2022.
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| For | | Against | | Abstain | | |
| 11,081,747 | | 2,498,298 | | 266,890 | | |
5.To act on a shareholder proposal relating to the engagement of an investment bank for the sale of Qumu, if properly presented.
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| For | | Against | | Abstain | | Broker Non-Vote |
| 4,682,802 | | 1,223,261 | | 3,103,909 | | 4,836,963 |
As a result, each nominee was elected as a director of the Company and each other proposal was approved at the Annual Meeting.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, thereunto duly authorized.
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| | QUMU CORPORATION |
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| | By: | /s/ Thomas A. Krueger |
| | | Thomas A. Krueger |
| | | Chief Financial Officer |
| Date: June 3, 2022 | | |
Qumu Announces Results of 2022 Annual Meeting of Shareholders
MINNEAPOLIS – June 3, 2022 – Qumu Corporation (Nasdaq: QUMU), a leading provider of cloud-based enterprise video technology, today announced the results of its 2022 Annual Meeting of Shareholders held Thursday, June 2, 2022 at 2:00 p.m. Mountain Time with respect to all proposals described in Qumu’s notice and proxy statement filed with the Securities and Exchange Commission on May 2, 2022.
A total of 13,846,935 shares of Qumu common stock were represented at the Annual Meeting, which is approximately 77.5% of the shares outstanding as of the close of business on the record date of April 25, 2022.
At the Annual Meeting, each director nominee was elected to serve as a director of the Company. Further, shareholders approved each of the following matters:
•Proposal 2: To approve, on a non-binding advisory basis, the compensation paid to Qumu’s named executive officers;
•Proposal 3: To approve an amendment to the Qumu Corporation Second Amended and Restated 2007 Stock Incentive Plan to increase the number of shares authorized for issuance by 1,200,000 shares; and
•Proposal 4: To ratify the appointment of KPMG LLP as the independent registered public accounting firm for Qumu Corporation for the year ending December 31, 2022.
With respect to Proposal 5, a shareholder proposal relating to the engagement of an investment bank for the sale of Qumu, the Qumu shareholders approved this proposal on an advisory basis with 52% of the shares voting in favor and 48% of the shares voting against or abstain.
“Thank you to all Qumu shareholders who voted and provided input on Proposal 5,” said Chairman Neil Cox. “Qumu’s board of directors appreciates all shareholder viewpoints and will continue to be open to and evaluate the feedback received from shareholders as we focus on maximizing long-term shareholder value.”
About Qumu
Qumu (Nasdaq: QUMU) is a leading provider of best-in-class tools to create, manage, secure, distribute and measure the success of live and on-demand video for the enterprise. The Qumu Cloud platform enables global organizations to drive human engagement, increase access to and insights from video use, and modernize the workplace by providing a more efficient and effective way to share knowledge.
Forward-Looking Statements
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” or “estimate” or comparable terminology are intended to identify forward-looking statements. Forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements.
The risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements include the risk factors described in the company’s Annual Report on Form 10-K for the year ended December 31, 2021, and other factors set forth in the company’s filings with the Securities and Exchange Commission.
The forward-looking statements in this press release speak only as of the date of this press release. Except as required by law, Qumu assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, except as required by law.
Qumu Media Contact:
Ashley Paula-Legge
Big Valley Marketing for Qumu
alegge@bigvalley.co
+1 707-972-0073
Qumu Investor Contact:
Matt Glover or Tom Colton
Gateway Investor Relations
QUMU@gatewayir.com
+1.949.574.3860
