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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 12, 2019

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.
 
(b)

On June 12, 2019, The Meet Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Proposals voted on by stockholders at the Annual Meeting included:

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

2.
To hold an advisory vote to approve our named executive officer compensation as disclosed in the Company’s proxy statement, as amended, filed with the Securities and Exchange Commission on April 29, 2019 and May 3, 2019 (the “2019 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, 2019;

4.
To approve the Company’s Amended and Restated Certificate of Incorporation; and

5.
To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.

There were outstanding 75,319,567 shares of common stock each share being entitled to vote. 64,189,271 votes (85% of the outstanding shares) were cast. The results for each of the proposals were as follows:

1.
Election of Directors to serve until the 2020 Annual Meeting of Stockholders or until their successors are elected and qualified:

 
FOR

 
AGAINST

 
ABSTAIN

 
BROKER
NON-VOTES

Jean Clifton
37,205,341

 
1,011,546

 
799,479

 
25,172,905

Geoffrey Cook
37,891,276

 
1,077,048

 
48,042

 
25,172,905

Christopher Fralic
37,721,539

 
493,637

 
801,190

 
25,172,905

Spencer Rhodes
36,767,258

 
2,207,954

 
41,154

 
25,172,905

Bedi Singh
37,872,687

 
1,095,215

 
48,464

 
25,172,905

Jason Whitt
37,101,655

 
1,113,661

 
801,050

 
25,172,905


2.
Approval, on an advisory basis, of the Company’s named executive officer compensation as disclosed in the 2019 Proxy Statement:

FOR

 
AGAINST

 
ABSTAIN

 
BROKER NON-VOTES

35,105,350

 
3,088,031

 
822,985

 
25,172,905



3.
Ratification of the appointment of RSM US LLP and affiliated entities as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019:

FOR

 
AGAINST

 
ABSTAIN

63,055,308

 
1,068,865

 
65,098





4.
Approval of the Company’s Amended and Restated Certificate of Incorporation as disclosed in the Company’s 2019 Proxy Statement:

FOR

 
AGAINST

 
ABSTAIN

 
BROKER NON-VOTES

35,834,820

 
2,372,604

 
808,942

 
25,172,905


5.
The stockholders of the Company approved, on an advisory basis, one-year intervals for the frequency of future advisory votes on the compensation of the Company’s names executive officers:

ONE-YEAR

 
TWO-YEAR

 
THREE-YEAR

 
ABSTAIN

34,867,398

 
147,185

 
3,919,739

 
82,044


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 12, 2019
By: /s/ Geoff Cook
 
 
Name: Geoff Cook
Title: Chief Executive Officer


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