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


September 27, 2016
(Date of earliest event reported)

Cinedigm Corp.
(Exact name of registrant as specified in its charter)


Delaware
001-31810
22-3720962
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


902 Broadway, 9 th Floor, New York, New York
10010
(Address of principal executive offices)
(Zip Code)


212-206-8600
(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 ( see General Instruction A.2. below):

  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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
At the Annual Meeting of Stockholders on September 27, 2016 (the "Annual Meeting") of Cinedigm Corp. (the "Company"), the stockholders of the Company approved an amendment to the Company's Second Amended and Restated 2000 Equity Incentive Plan (the "Plan Amendment") to increase the total number of shares of Class A Common Stock available for issuance thereunder from 1,430,000 to 2,380,000 shares.

The foregoing description is qualified in its entirety by reference to the Plan Amendment, which is filed as Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference.
 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
At the Annual Meeting, the stockholders of the Company approved an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as amended (the "Charter"), and on September 28, 2016 the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Charter (the "Charter Amendment") pursuant to Section 242 of the Delaware General Corporation Law.  Pursuant to the Charter Amendment, the Company's Charter was amended to increase the number of authorized shares of Class A Common Stock by 4,000,000.   Following the Charter Amendment, the Company has 25,000,000 shares of Class A Common Stock authorized for issuance.

The foregoing description is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 to this Form 8-K and is hereby incorporated by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders.
 
At the Annual Meeting, the stockholders of the Company voted on five proposals. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.  There was no solicitation of proxies in opposition to management's nominees as listed in the proxy statement and all of management's nominees were elected to our Board of Directors.  Details of the voting are provided below:

Proposal 1:

To elect five (5) members of the Company's Board of Directors to serve until the 2017 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed).

 
Votes For
Votes Withheld
Broker Non-Votes
Christopher J. McGurk
2,576,837
432,191
3,350,811
Peter C. Brown
2,638,768
370,260
3,350,811
Ronald L. Chez
2,406,170
602,858
3,350,811
Patrick W. O'Brien
2,442,477
566,551
3,350,811
Zvi M. Rhine
2,984,580
24,448
3,350,811

Proposal 2:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
To amend the Company's Certificate of Incorporation to increase the number of authorized shares of Class A Common Stock.
 
4,439,470
1,422,912
497,457
N/A
         















Proposal 3:
 
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.
2,128,187
732,152
148,689
3,350,811

Proposal 4:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
To approve by non-binding vote, executive compensation.
2,078,232
760,240
170,556
3,350,811

Proposal 5:
 
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, 2017.
6,306,185
2,234
51,420
N/A



Item 9.01
Financial Statements and Exhibits.

Exhibit Number
 
Description
 
3.1
 
 
Amendment effective September 28, 2016 to the Fourth Amended and Restated Certificate of Incorporation of Cinedigm Corp.
     
10.1
 
Amendment No. 9 to the Second Amended and Restated 2000 Equity Incentive Plan.



SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) 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:    September 28, 2016

     
   
By: 
 /s/ Gary S. Loffredo
   
Name:
Gary S. Loffredo
   
Title:
President of Digital Cinema, General Counsel & Secretary
       






EXHIBIT INDEX
Exhibit Number
 
Description
 
3.1
 
 
Amendment effective September 28, 2016 to Fourth Amended and Restated Certificate of Incorporation of Cinedigm Corp.
     
10.1
 
Amendment No. 9 to the Second Amended and Restated 2000 Equity Incentive Plan.
     


EXHIBIT 3.1
CERTIFICATE OF AMENDMENT

TO

FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

OF

CINEDIGM CORP.

The undersigned, being the Chairman and CEO of Cinedigm Corp., a Delaware corporation (the "Corporation"), pursuant to Section 242 of the General Corporation Law of the State of Delaware, as amended (the "DGCL"), does hereby certify as follows:
 
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.

NOW, THEREFORE, to effect the Amending Resolutions, Section 4.1 of the Certificate of Incorporation shall be deleted in its entirety and replaced as follows:
"Section 4.1  Authorized Shares .
The total number of shares of capital stock that the Corporation shall have authority to issue is forty-one million, two hundred forty-one thousand (41,241,000) shares as follows: (i) twenty-six million, two hundred forty-one thousand (26,241,000) shares of common stock, of which twenty-five million (25,000,000) shares shall be Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), and  one million two hundred forty-one thousand  (1,241,000) shares shall be Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"); and (ii) fifteen million (15,000,000) shares of preferred stock, par value $0.001 per share (the "Preferred Stock"), of which the Board of Directors shall have the authority by resolution or resolutions to fix all of the powers, preferences and rights, and the qualifications, limitations and restrictions of the Preferred Stock permitted by the Delaware General Corporation Law and to divide the Preferred Stock into one or more class and/or classes and designate all of the powers, preferences and rights, and the qualifications, limitations and restrictions of each class permitted by the Delaware General Corporation Law."
Except as specifically set forth herein, the Certificate of Incorporation shall not be amended, modified or otherwise altered by this Certificate of Amendment.

* * *

[Signature page follows]






IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of Cinedigm Corp. to be signed by Christopher J. McGurk, its Chairman & CEO, this 28th day of September, 2016, who acknowledges that the foregoing is the act and deed of the Corporation and that the facts stated herein are true.




 
By:
/s/ Christopher J. McGurk
   
Name:  Christopher J. McGurk
   
Title:  Chairman & CEO


EXHIBIT 10.1
AMENDMENT NO. 9
TO
SECOND AMENDED AND RESTATED
CINEDIGM CORP. 2000 EQUITY INCENTIVE PLAN

AMENDMENT NO. 9, dated as of September 27, 2016 (this "Amendment"), to the Second Amended and Restated 2000 Equity Incentive Plan (as amended, the "Plan") of Cinedigm Corp. (f/k/a Cinedigm Digital Cinema Corp. and f/k/a Access Integrated Technologies, Inc.), a Delaware corporation (the "Corporation").
WHEREAS, the Corporation maintains the Plan, effective as of June 1, 2000; and
WHEREAS, the Board of Directors of the Corporation deems it to be in the best interest of the Corporation and its stockholders to amend the Plan in order to increase the maximum number of shares of the Corporation's Class A Common Stock, par value $.001 per share, which may be issued and sold under the Plan from 1,430,000 shares to 2,380,000 shares.
NOW, THEREFORE, BE IT RESOLVED the Plan is hereby amended as follows:
1.   The first sentence of Section 5.2 shall be revised and amended to read as follows:
    "The total number of shares of Stock (including Restricted Stock, if any) optioned or granted under this Plan during the term of the Plan shall not exceed 2,380,000 shares."
2.   This Amendment shall be effective as of the date first set forth above.
3.   In all respects not amended, the Plan is hereby ratified and confirmed and remains in full force and effect.
 
  CINEDIGM CORP.
     
     
     
By:
/s/ Christopher J. McGurk
   
Name:  Christopher J. McGurk
   
Title:  Chairman & CEO