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Section 1: 8-K (8-K)

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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 1, 2018

The Meet Group, Inc.
(Exact name of registrant as specified in its charter)



Delaware
 
001-33105
 
86-0879433
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)




100 Union Square Drive
New Hope, Pennsylvania
 
 
18938
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (215) 862-1162

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 June 1, 2018, The Meet Group, Inc. (the “Company”) held its annual meeting of stockholders. Proposals to be voted on by stockholders included:

1.
To elect seven members to our Board of Directors (the “Board”);

2.
To approve, on an advisory basis, the Company’s named executive officer compensation as disclosed in the Company’s proxy statement, as amended, filed with the Securities and Exchange Commission on April 27, 2018 and May 9, 2018 (the “2018 Proxy Statement”);

3.
To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and

4.
To approve the Company’s 2018 Omnibus Incentive Plan as disclosed in the 2018 Proxy Statement.

There were outstanding 72,316,149 shares of common stock each share being entitled to vote. 53,516,307 votes (74% of the outstanding shares) were cast. The results for each of the proposals were as follows:

1.
Election of Directors to serve until the 2019 Annual Meeting of Stockholders or until their successors are elected and qualified:

 
FOR

 
AGAINST

 
ABSTAIN

 
BROKER
NON-VOTES

Jean Clifton
21,516,749

 
4,186,944

 
50,125

 
27,762,489

Geoffrey Cook
21,350,958

 
4,359,339

 
43,521

 
27,762,489

Christopher Fralic
25,198,044

 
515,372

 
40,402

 
27,762,489

Spencer Grimes
24,584,859

 
1,129,537

 
39,422

 
27,762,489

Spencer Rhodes
20,658,067

 
5,049,752

 
45,999

 
27,762,489

Bedi Singh
25,322,277

 
386,825

 
44,716

 
27,762,489

Jason Whitt
25,189,607

 
521,279

 
42,932

 
27,762,489


2.
Approval, on an advisory basis, of the Company’s named executive officer compensation as disclosed in the 2018 Proxy Statement:

FOR

 
AGAINST

 
ABSTAIN

 
BROKER
NON-VOTES

20,073,780

 
2,463,886

 
3,216,152

 
27,762,489


3.
Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:

FOR

 
AGAINST

 
ABSTAIN

52,342,860

 
969,357

 
204,090


4.
Approval of the Company’s 2018 Omnibus Incentive Plan as disclosed in the 2018 Proxy Statement:

FOR

 
AGAINST

 
ABSTAIN

 
BROKER
NON-VOTES

17,418,978

 
5,135,386

 
3,199,454

 
27,762,489




The information in this Item 5.07 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities & Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.




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.
 
 
 
THE MEET GROUP, INC.
 
 
 
 
 
 
Date:
June 1, 2018
By: /s/ Geoff Cook
 
 
Name: Geoff Cook
Title: Chief Executive Officer


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