UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 18, 2020
LEAF GROUP LTD.
(Exact name of Registrant as specified in its charter)
| Delaware | 001- 35048 | 20-4731239 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File No.) |
(I.R.S. Employer
Identification No.) |
|
1655 26th Street
Santa Monica, California |
90404 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 656-6253
Not Applicable
(Former name or former address if changed since last report)
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | LEAF | New York Stock Exchange |
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. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2020, Leaf Group Ltd. (the “Company”) held its Annual Meeting of Stockholders (the “2020 Annual Meeting”). At the 2020 Annual Meeting, 24,767,896 shares were represented in person or by proxy, constituting approximately 93% of the Company’s outstanding shares as of March 31, 2020, the record date for the 2020 Annual Meeting. At the 2020 Annual Meeting, the following three proposals were submitted to the stockholders and the Company’s inspector of elections certified the vote tabulations indicated below. For more information about the proposals, please refer to the definitive proxy statement for the 2020 Annual Meeting filed by the Company with the Securities and Exchange Commission on April 20, 2020 (the “Proxy Statement”).
Proposal 1 - Election of Directors
The individuals listed below were each elected to serve on the Company’s board of directors (the “Board”) for a three-year term expiring at the Company’s 2022 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified.
| Nominee for Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Charles (Lanny) Baker | 13,428,251 | 8,666,155 | 2,673,490 | |||||||||
| Jennifer Schulz | 13,507,786 | 8,586,620 | 2,673,490 | |||||||||
Proposal 2 - Ratification of the Independent Registered Public Accounting Firm
Proposal 2 was a management proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. This proposal was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 24,280,689 | 8,820 | 478,387 | — | |||||||||
Proposal 3 — Advisory (Non-Binding) “Say-on-Pay” Vote to Approve Executive Compensation for 2019
Proposal 3 was a management proposal to adopt a say-on-pay resolution approving, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement. This proposal was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 12,051,903 | 9,519,335 | 523,168 | 2,673,490 | |||||||||
SIGNATURES
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 hereunto duly authorized.
| Date: May 21, 2020 | LEAF GROUP LTD. | |
| By: | /s/ Adam Wergeles | |
| Adam Wergeles | ||
| Executive Vice President and General Counsel | ||