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

May 23, 2018 (May 17, 2018)
Date of Report (Date of earliest event reported)
 
Sonic Foundry, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
(State or other jurisdiction
of incorporation)
000-30407
(Commission
File Number)
39-1783372
(IRS Employer
Identification No.)


222 W. Washington Ave
Madison, WI 53703
(Address of principal executive offices)
(608) 443-1600
(Registrant's telephone number)

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 5.03 Amendments to Articles of Incorporation

On May 17, 2018, the Company approved an increase in the number of authorized shares classified as “9% Cumulative Voting Convertible Preferred Stock, Series A” from two thousand five hundred (2,500) to four thousand five hundred (4,500), which increase will become effective on or about May 23, 2018, by filing Article Supplementary to the Articles of Incorporation of the Company with the Maryland Department of Assessments and Taxation.


Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders was held on May 17, 2018. A quorum consisting of approximately 90% of the Company's common stock issued and outstanding was represented either in person or by proxy. At the meeting the following proposals were approved by the stockholders:





1.
To elect three directors to hold office for the terms set forth herein and until their successors are duly elected and qualified.

2.
To approve the potential issuance of up to an aggregate 989,400 shares of common stock, consisting of (i) the potential issuance of up to an aggregate of 497,528 shares of common stock upon the conversion of 2,104.54 shares of the Company’s Series A Preferred Stock, which were issued for cash consideration to a certain affiliate of the Company on May 30, 2017, June 8, 2017, August 23, 2017 and November 9, 2017 and (ii) the potential issuance of up to an aggregate of 491,872 shares of common stock upon the conversion of two $500,000 10.75% Convertible Secured Promissory Notes, including accrued interest, into 2,080.62 shares of Series A Preferred Stock, which Notes were issued for cash consideration to a certain affiliate of the Company on January 19, 2018 and February 16, 2018.

3.
To ratify the appointment of Baker Tilly Virchow Krause LLP as our independent auditors for the fiscal year ending September 30, 2018.

4.
To transact such other business as may properly come before the meeting or any adjournments thereof.

 
 
For
 
Against
 
Withheld
 
Abstention
 
Broker
 
 
 
 
 
 
 
 
 
 
Non-votes
 
 
 
 
 
 
 
 
 
Proposal #1:
 
 
 
 
 
 
 
 
Nelson A. Murphy
 
1,247,346
 
0
 
83,592
 
0
 
2,667,251
David F. Slayton
 
1,248,296
 
0
 
82,642
 
0
 
2,667,251
Gary R. Weis
 
1,176,323
 
0
 
154,615
 
0
 
2,667,251
Proposal #2
 
1,141,852
 
185,059
 
0
 
4,027
 
2,667,251
Proposal #3
 
3,946,774
 
51,155
 
0
 
260
 
0

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

3.1     Articles Supplementary Dated May 17, 2018.


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.

Sonic Foundry, Inc.
(Registrant)

May 23, 2018         
 
 
 
By:
 
/s/ Kenneth A. Minor
By:
Title:
 
 
 





SONIC FOUNDRY, INC.

ARTICLES SUPPLEMENTARY

Sonic Foundry, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article Fourth, Paragraph C of the charter of the Corporation, the board of directors of the Corporation (the “Board of Directors”), by a resolution duly adopted by the Board of Directors on May 30, 2017, classified and designated a series of one thousand (1,000) shares of preferred stock of the Corporation designated as “9% Cumulative Voting Convertible Preferred Stock, Series A” (the “Series A Preferred Stock”).

SECOND: Under a power contained in Article Fourth, Paragraph C of the charter of the Corporation, the Board of Directors, by a resolution duly adopted on August 23, 2017, classified and designated an additional fifteen hundred (1,500) shares of preferred stock of the Corporation as Series A Preferred Stock.

THIRD: The classification increased the number of shares classified as Series A Preferred Stock from 1,000 shares immediately prior to the classification to 2,500 shares immediately after the classification.

FOURTH: Under a power contained in Article Fourth, Paragraph C of the charter of the Corporation, the Board of Directors, by a resolution duly adopted by the Board of Directors on November 17, 2017, amended and restated the terms of the Series A Preferred Stock and filed Articles Supplementary with the State Department of Assessments and Taxation and Maryland, providing for such amended and restated terms, on November 17, 2017

FIFTH: Under a power contained in Article Fourth, Paragraph C of the charter of the Corporation, the Board of Directors, by a resolution duly adopted by the Board of Directors on May 17, 2018, classified and designated an additional two thousand (2,000) shares of preferred stock of the Corporation as Series A Preferred Stock.

SIXTH: The classification increases the number of shares classified as Series A Preferred Stock from 2,500 shares immediately prior to the classification to 4,500 shares immediately after the classification.

SEVENTH: The terms of the Series A Preferred Stock (including, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption) are as provided in the Articles Supplementary filed with the State Department of Assessments and Taxation and Maryland on November 17, 2017, and remain unchanged by these Articles Supplementary.

EIGHTH: The undersigned Chief Executive Officer acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Signature page follows]






















IN WITNESS WHEREOF, SONIC FOUNDRY, INC. has caused these Articles Supplementary to the Charter to be signed in its name and on its behalf by its Chief Executive Officer and witnessed by its Chief Financial Officer and Secretary on May 17, 2018.


SONIC FOUNDRY, INC.

/s/ Gary R. Weis
Name: Gary R. Weis
Title: Chief Executive Officer


WITNESS:

/s/ Kenneth A. Minor
Name: Kenneth A. Minor
Title: Chief Financial Officer and Secretary