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 25, 2017

 

SNAP INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   000-52176   20-3191847
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)

 

122 East 42nd Street,

New York, NY

  10168
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 594-5050

 

(Former name or former address, if changed since last report)

Not Applicable

 

 

 

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))

 

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. ☐

 

 

 

 

 

 

Section 5 — Corporate Governance and Management

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

 

Amendment to Long Term Incentive Plan

 

On April 10, 2017, the Board of Directors (the “ Board ”) of Snap Interactive, Inc. (the “ Company ”), subject to stockholder approval, adopted the First Amendment to Snap Interactive, Inc. Long Term Incentive Plan (the “ 2016 Plan Amendment ), which was approved by the Company’s stockholders at its 2017 Annual Meeting of Stockholders held on May 25, 2017 (the “ Annual Meeting ”). The 2016 Plan Amendment (i) increases the number of shares of common stock issuable under the Snap Interactive, Inc. 2016 Long Term Incentive Plan (the “ 2016 Plan ”) from 428,572 shares to 1,300,000 shares and (ii) reapproves the performance goals under the 2016 Plan.

 

The foregoing description of the 2016 Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the 2016 Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

Set forth below are the final results of the voting at the Annual Meeting:

 

1. Proposal to elect (i) Yoram “Rami” Abada, (ii) Alexander Harrington, (iii) Jason Katz, (iv) Lance Laifer, (v) Clifford Lerner, (vi) Michael Levit and (vii) John Silberstein to the Board, each to serve until the 2018 Annual Meeting of Stockholders or until their successors are elected and qualified.

 

      Number of Shares
  Nominees   For   Withheld   Broker Non-Votes
               
  Yoram “Rami” Abada   4,310,208   24,563   286,888
  Alexander Harrington   4,285,561   49,210   286,888
  Jason Katz   4,285,847   48,924   286,888
  Lance Laifer   4,311,194   23,577   286,888
  Clifford Lerner   4,285,282   49,489   286,888
  Michael Levit   4,310,785   23,986   286,888
  John Silberstein   4,285,604   49,167   286,888

 

2. Proposal to approve the 2016 Plan Amendment.

 

      Number of Shares
  For   4,278,693
  Against   55,359
  Abstain   719
  Broker Non-Votes   286,888

 

  2  

 

 

3. Proposal to approve an amendment to the Company’s certificate of incorporation to increase the total number of shares of common stock authorized for issuance to 25,000,000 shares.

 

      Number of Shares
  For   4,492,460
  Against   12,841
  Abstain   1,794
  Broker Non-Votes  

 

4. Proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm.

 

      Number of Shares
  For   4,607,024
  Against   12,841
  Abstain   1,794
  Broker Non-Votes  

 

Each of the proposals acted upon by the Company’s stockholders at the Annual Meeting received a sufficient number of votes to be approved.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   First Amendment to Snap Interactive, Inc. 2016 Long Term Incentive Plan.

 

  3  

 

 

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 30, 2017    
       
    SNAP INTERACTIVE, INC .
       
    By: /s/ Alexander Harrington
      Alexander Harrington
      Chief Executive Officer

 

  4  

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
10.1   First Amendment to Snap Interactive, Inc. 2016 Long-Term Incentive Plan.

 

 

5

 

 

Exhibit 10.1

 

FIRST AMENDMENT TO

SNAP INTERACTIVE, INC. 2016 LONG-TERM INCENTIVE PLAN

 

This FIRST AMENDMENT TO SNAP INTERACTIVE, INC. 2016 LONG-TERM INCENTIVE PLAN (this “ Amendment ”), dated as of April 10, 2017, is made and entered into by Snap Interactive, Inc., a Delaware corporation (the “ Company ”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Snap Interactive, Inc. 2016 Long-Term Incentive Plan (the “ Plan ”).

 

RECITALS

 

WHEREAS , the Company sponsors and maintains the Snap Interactive, Inc. 2016 Long-Term Incentive Plan (the “ Plan ”) in order to attract and retain the services of key employees, key contractors, and outside directors of the Company and its subsidiaries;

 

WHEREAS , the Company originally reserved fifteen million (15,000,000) shares of Common Stock for issuance under the Plan, subject to adjustment and increase as provided under the terms of the Plan;

 

WHEREAS , the Company subsequently approved a 1-for-35 reverse stock split of the Company’s Common Stock, effective as of January 5, 2017, after which, and in accordance with Article 11 of the Plan, the number of shares of Common Stock reserved for issuance under the Plan was reduced to four hundred thousand five hundred seventy-two (428,572) shares of Common Stock;

 

WHEREAS , Article 9 of the Plan provides that the Board of Directors of the Company (the “ Board ”) may amend the Plan at any time and from time to time; and

 

WHEREAS , the Board desires to amend the Plan to increase the number of shares of Common Stock that may be delivered pursuant to Awards under the Plan by an additional eight hundred seventy-one thousand four hundred twenty-eight (871,428) shares, for an aggregate maximum total of one million three hundred thousand (1,300,000) shares available under the Plan.

 

NOW, THEREFORE , in accordance with Article 9 of the Plan, and subject to the approval of the Company’s stockholders, the Company hereby amends the Plan, effective as of the date hereof, as follows:

 

1.       Section 5.1 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 5.1:

 

5.1       Number Available for Awards . Subject to adjustment as provided in Articles 11 and 12 and subject to increase by any Prior Plan Awards eligible for reuse pursuant to Section 5.2 , the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is one million three hundred thousand (1,300,000) shares, of which one hundred percent (100%) may be delivered pursuant to Incentive Stock Options. Subject to adjustment pursuant to Articles 11 and 12 , the maximum number of shares of Common Stock with respect to which Stock Options or SARs may be granted to an Executive Officer during any calendar year is two hundred thousand (200,000) shares of Common Stock. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.

 

2.       Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.

 

[ Remainder of Page Intentionally Left Blank;

Signature Page Follows .]

 

 

 

 

IN WITNESS WHEREOF , the Company has caused this Amendment to be duly executed as of the date first written above.

 

  SNAP INTERACTIVE, INC.
   
  By: /s/ Alexander Harrington
  Name: Alexander Harrington
  Title: Chief Executive Officer

 

Signature Page to the

First Amendment to 2016 Long-Term Incentive Plan