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): June 20, 2017
RMG NETWORKS HOLDING CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware |
001-35534 |
27-4452594 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
15301 North Dallas Parkway
Addison, TX |
75001 |
(Address of Principal Executive Offices) |
(Zip Code) |
(800) 827-9666
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, at the annual meeting of stockholders of RMG Networks Holding Corporation (the Company) held on June 20, 2017 (the Annual Meeting), the stockholders of the Company approved an amendment (the First Amendment) to the Companys 2013 Equity Incentive Plan (the Plan) to (1) increase the number of shares of the Companys common stock reserved for issuance under the Plan from 2,500,000 to 6,500,000 and (2) require that any repricing of options granted under the Plan be approved by the Companys stockholders. As a result, the First Amendment became effective on June 20, 2017.
A copy of the First Amendment to the Plan is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference. The foregoing summary is qualified in its entirety by the complete terms and conditions of the First Amendment to the Plan. A description of the material terms of the Plan, as amended by the First Amendment, was included in the Companys definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2017 (the Proxy Statement).
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Companys stockholders (1) elected each of the two nominees for class II directors for a three-year term expiring in 2020, (2) approved a series of alternative amendments to the Companys Amended and Restated Certificate of Incorporation to effect, at the discretion of the Companys board of directors (the Board), a reverse stock split of the Companys common stock at a reverse stock split ratio ranging from one-for-two to one-for-five, with the decision to implement one or none of such reverse split amendments and abandon the other reverse split amendments to be made by the Board within six months after the date of the Annual Meeting, (3) approved the First Amendment, (4) ratified the appointment of Whitley Penn LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017, and (5) authorized the Board to adjourn and postpone the Annual Meeting to a later date or dates, if necessary. The final voting results for each proposal submitted to a vote are set forth below:
PROPOSAL 1:
Election of Class II Directors.
Name |
|
Votes For |
|
Votes Withheld |
|
Broker Non-Votes |
Alan Swimmer |
|
25,321,265 |
|
267,845 |
|
12,745,607 |
Larry Weber |
|
25,318,846 |
|
270,264 |
|
12,745,607 |
PROPOSAL 2:
Approval of a series of alternative amendments to the Companys Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of 1:2, 1:3, 1:4 or 1:5.
Votes For |
|
Votes Against |
|
Abstentions |
37,843,316 |
|
383,164 |
|
108,237 |
PROPOSAL 3:
Approval of the First Amendment to the Plan to increase the number of shares of Common Stock that may be issued under the Equity Incentive Plan from 2,500,000 to 6,500,000, and to require that any repricing of options be approved by the Companys stockholders.
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
24,467,777 |
|
994,515 |
|
126,818 |
|
12,745,607 |
PROPOSAL 4:
Approval of the ratification of Whitley Penn LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017.
Votes For |
|
Votes Against |
|
Abstentions |
37,911,500 |
|
315,102 |
|
108,115 |
PROPOSAL 5:
Approval to authorize the Board of Directors to adjourn and postpone the annual meeting to a later date or dates.
Votes For |
|
Votes Against |
|
Abstentions |
36,631,508 |
|
1,410,104 |
|
293,105 |
Item 9.01 . |
Exhibits. |
(d)
Exhibits
Exhibit
|
Exhibit |
|
10.1 |
Amendment to 2013 Equity Incentive Plan. |
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.
Dated: June 21, 2017
RMG NETWORKS HOLDING CORPORATION
By: /s/ Robert R. Robinson
Name: Robert R. Robinson
Title: Senior Vice President, General Counsel and Secretary
EXHIBIT INDEX
Exhibit
|
Exhibit |
|
10.1 |
Amendment to 2013 Equity Incentive Plan. |
Exhibit 10.1
SCG FINANCIAL ACQUISITION CORP.
2013 EQUITY INCENTIVE PLAN
AMENDMENT ONE
The SCG Financial Acquisition Corp. 2013 Equity Incentive Plan (the "Plan") is hereby amended as follows in accordance with and at the direction of the RMG Networks Holding Corporation Board of Directors:
1.
The first paragraph of Plan Section 3(a), Stock Subject to the Plan, is amended in its entirety to read as follows:
"The maximum number of shares of Capital Stock that may be covered by Incentive Awards granted under the Plan shall not exceed 6,500,000 shares of Capital Stock in the aggregate, 285,000 shares of which remain available from the initial adoption of the Plan. The maximum number of shares of Capital Stock that may be covered by Incentive Awards granted under the Plan that are intended to be ISOs shall not exceed 4,000,000 shares of Capital Stock in the aggregate. The maximum number of shares of Capital Stock that may be covered by Incentive Awards granted under the Plan that are intended to be Other Stock-Based Awards that constitute restricted stock or restricted stock unit awards shall not exceed 500,000 shares of Capital Stock in the aggregate. The shares referred to in the preceding sentences of this paragraph shall be subject to adjustment as provided in Section 10 and the following provisions of this Section 3. Shares of Capital Stock issued under the Plan may be either authorized and unissued shares or treasury shares, or both, at the sole discretion of the Committee."
2.
Plan Section 6(e), Repricing, is amended in its entirety to read as follows:
"(e) Repricing .
The Company may reprice any Option upon the approval of stockholders. For this purpose, reprice means (i) any of the following or any other action that has the same effect: (A) lowering the exercise price of an Option after it is granted, (B) any other action that is treated as a repricing under U.S. generally accepted accounting principles (GAAP), or (C) cancelling an Option at a time when its exercise price exceeds the Fair Market Value of the underlying Capital Stock, in exchange for another Option, restricted stock or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction; and (ii) any other action that is considered to be a repricing under formal or informal guidance issued by The NASDAQ Stock Market."
3.
The remaining provisions of the Plan shall remain in full force and effect.
RMG Networks Holding Corporation
/s/ Robert R. Robinson
Secretary