Delaware
|
001-31810
|
22-3720962
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
55 Madison Avenue, Suite 300, Morristown, New Jersey
|
07960
|
(Address of principal executive offices)
|
(Zip Code)
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
|
Christopher J. McGurk
|
24,249,501
|
330,136
|
12,456,644
|
Adam M. Mizel
|
24,073,393
|
506,244
|
12,456,644
|
Gary S. Loffredo
|
24,233,101
|
346,536
|
12,456,644
|
Peter C. Brown
|
24,353,301
|
226,336
|
12,456,644
|
Wayne L. Clevenger
|
24,019,417
|
560,220
|
12,456,644
|
Matthew W. Finlay
|
24,353,501
|
226,136
|
12,456,644
|
Edward A. Gilhuly
|
24,021,001
|
558,636
|
12,456,644
|
Martin B. O’Connor, II
|
24,358,501
|
221,136
|
12,456,644
|
Laura Nisonger Sims
|
23,954,743
|
624,894
|
12,456,644
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non- Votes
|
|
To amend the Company’s Certificate of Incorporation (i) to increase the number of shares of common stock authorized for issuance and to designate the additional shares as Class A Common Stock and (ii) to redesignate the unissued shares of Class B Common Stock as Class A Common Stock.
|
33,334,026
|
3,701,254
|
1,001
|
0
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non- Votes
|
|
To amend the Company’s Second Amended and Restated 2000 Equity Incentive Plan to increase the total number of shares of Class A Common Stock available for issuance thereunder.
|
21,339,444
|
3,239,193
|
1,000
|
12,456,644
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non- Votes
|
|
To ratify the appointment of EisnerAmper LLP as our independent auditors for the fiscal year ending March 31, 2013.
|
36,848,810
|
59,973
|
127,498
|
--
|
Item 9.01
|
Financial Statements and Exhibits.
|
Exhibit
Number
|
Description
|
3.1
|
Amendment effective September 13, 2012 to Fourth Amended and Restated Certificate of Incorporation of Cinedigm Digital Cinema Corp.
|
10.1
|
Amendment dated September 12, 2012 to Second Amended and Restated 2000 Equity Incentive Plan of the Company.
|
By:
|
/s/ Gary S. Loffredo
|
||
Name:
|
Gary S. Loffredo
|
||
Title:
|
President of Digital Cinema, General Counsel & Secretary
|
||
Exhibit
Number
|
Description
|
3.1
|
Amendment effective September 13, 2012 to Fourth Amended and Restated Certificate of Incorporation of Cinedigm Digital Cinema Corp.
|
10.1
|
Amendment dated September 12, 2012 to Second Amended and Restated 2000 Equity Incentive Plan of the Company.
|
|
1.
|
Pursuant to a unanimous written consent of the Board of Directors of the Corporation (the “Board”), the Board adopted resolutions (the “Amending Resolutions”) to further amend the Corporation’s Fourth Amended and Restated Certificate of Incorporation of the Corporation, as filed with the Delaware Secretary of State on November 14, 2003;
|
|
2.
|
Pursuant to a majority vote of the Corporation’s Shareholders in accordance with Section 242 of the DGCL, the holders of the Corporation’s outstanding capital stock voted in favor of the Amending Resolutions; and
|
|
3.
|
The Amending Resolutions were duly adopted in accordance with Section 242 of the DGCL.
|
By:
|
/s/ Christopher J. McGurk
|
|||
Name:
|
Christopher J. McGurk
|
|||
Title:
|
Chief Executive Officer
|
|||
CINEDIGM DIGITAL CINEMA CORP.
|
||
By:
|
/s/ Christopher J. McGurk
|
|
Name: Christopher J. McGurk
|
||
Title: Chief Executive Officer
|
||