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): January 11, 2021

 

 

ZEDGE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-37782   26-3199071

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

22 Cortlandt Street (14th Floor), New York, NY   10007
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (330) 577-3424 

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 (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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.

 

(a) Zedge, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 11, 2021 (the “Meeting”). Stockholders voted on the matters set forth below.

 

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.

 

The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

 

Nominee   Votes For     Votes Against     Abstentions     Broker Non-Vote     % Votes For  
Mark Ghermezian     2,072,073       52,129       3,273       377,958       82.70  
Elliot Gibber     2,074,894       49,377       3,205       377,958       82.82  
Howard Jonas     2,051,632       74,668       1,176       377,958       81.89  
Michael Jonas     2,064,901       61,302       1,274       377,958       82.42  
Paul Packer     2,120,881       3,240       3,355       377,958       84.65  
Gregory Suess     2,121,686       2,582       3,208       377,958       84.68  

 

(2)       A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company’s 2016 Stock Option and Incentive Plan that would among other things: (a) increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 250,000; (b) allow for the Compensation Committee to reprice outstanding options issued or to be issued under the 2016 Plan without the approval of the Company’s stockholders; (c) remove the 100,000 maximum number of options that a grantee can receive in a calendar year; and (d) conform the 2016 Plan with certain laws and regulations currently in effect.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For     Votes Against     Abstentions     Broker Non-Vote     % Votes For  
  2,006,886       120,328       262       377,958       80.10  

  

(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of Mayer Hoffman McCann CPAs, the New York Practice of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2021.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For     Votes Against     Abstentions     Broker Non-Vote     % Votes For  
  2,489,142       4,683       11,609       0       99.35  

 

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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 hereunto duly authorized.

 

     
ZEDGE, INC.
   
By:  

/s/ Jonathan Reich

Name:   Jonathan Reich
Title:   Chief Financial Officer


Dated: January 15, 2021

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