BALLANTYNE STRONG, INC.Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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BALLANTYNE STRONG, INC.Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

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

The stockholders of Ballantyne Strong, Inc. (the Company)
approved the 2017 Omnibus Equity Compensation Plan (the 2017
Plan) at the Annual Meeting of Stockholders held on June 15, 2017
(the Annual Meeting). The 2017 Plan replaces the Companys 2010
Long-Term Incentive Plan and 2014 Non-Employee Directors
Restricted Stock Plan (collectively, the Prior Plans). No new
awards will be granted under the Prior Plans.

The objective of the 2017 Plan is to provide incentives to
attract and retain key employees, non-employee directors and
consultants and align their interests with those of the Companys
stockholders. The 2017 Plan will be administered by the
Compensation Committee of the Board of Directors and will have a
term of ten years. All non-employee directors of the Company and
employees and consultants of the Company and its subsidiaries
designated by the Compensation Committee are eligible to
participate in the 2017 Plan and to receive awards, including
stock options (which may be incentive stock options or
non-qualified stock options), stock appreciation rights (SARS),
restricted shares, restricted share units, or other share-based
awards and cash-based awards. The 2017 Plan also authorizes the
Compensation Committee to grant awards under the 2017 Plan that
are intended to qualify for exemption from Section 162(m) of the
Internal Revenue Code of 1986, as amended, as qualified
performance-based compensation.

The maximum number of shares that may be issued or transferred
with respect to awards under the 2017 Plan is 1,771,189 shares
(including 971,189 shares available as of December 31, 2016 for
issuance under the Prior Plans), decreased by the number of
shares subject to awards granted under the Prior Plans after
December 31, 2016 and prior to June 15, 2017, and increased by
the number of shares covered by outstanding awards under the
Prior Plans after December 31, 2016 that are forfeited,
cancelled, surrendered, settled in cash or otherwise terminated
without the issuance of shares. The number of shares available
for issuance under the 2017 Plan is also subject to adjustment in
certain circumstances. Shares underlying awards that are settled
in cash or that expire or are forfeited, cancelled, settled in
cash or surrendered without the issuance of shares will again be
available for issuance under the 2017 Plan. Shares used to pay
the exercise price of stock options, repurchased by the Company
with stock option proceeds, or used to pay withholding taxes upon
exercise, vesting or payment of an award will not again be
available for issuance under the 2017 Plan. In addition, when a
SAR is exercised and settled in shares, all of the shares
underlying the SAR will be counted against the share limit of the
2017 Plan regardless of the number of shares used to settle the
SAR.

All of the shares authorized for grant under the 2017 Plan may be
issued to incentive stock options. In addition, the following
annual limitations apply to awards that are intended to qualify
for exemption from Section 162(m) as qualified performance-based
compensation: (i) the maximum number of shares that may be
subject to stock options or SARs granted in any calendar year to
any one participant is 200,000 shares, (ii) the maximum aggregate
number of shares of restricted stock and shares issuable or
deliverable under restricted share units and other share-based
awards granted in any calendar year to any one participant is
120,000 shares, (iii) the maximum aggregate cash compensation
that can be paid to cash-based awards or other share-based awards
granted in any calendar year to any one participant is $1,000,000
(or a number of shares with an aggregate fair market value not
exceeding that amount), and (iv) the maximum dividend equivalents
that may be paid in any calendar year to any one participant is
$100,000 (or a number of shares with an aggregate fair market
value not exceeding that amount).

The 2017 Plan also provides that the aggregate grant date fair
value (determined as of the applicable date(s) of grant in
accordance with applicable financial accounting rules) of all
awards granted to any non-employee director during any single
calendar year, taken together with any cash fees paid to such
person during such calendar year, shall not exceed $200,000.

Awards granted under the 2017 Plan may be subject to forfeiture
or recoupment as determined by the Compensation Committee in the
event of detrimental activity, such as a participants breach of
applicable restrictive covenants. Awards under the 2017 Plan also
may be subject to forfeiture or recoupment under any compensation
recovery (or clawback) policy that the Company may adopt.

A summary of the 2017 Plan is included in Proposal Five of the
Companys Definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on April 25, 2017 (the
Proxy Statement), which summary is incorporated in its entirety
herein by reference. The summaries of the 2017 Plan contained
herein and in the Proxy Statement do not purport to be complete
and are subject to, and qualified in their entirety by reference
to, the full text of the 2017 Plan, a copy of which has been
filed as an exhibit to the Registration Statement on Form S-8,
filed with the Securities and Exchange Commission on June 15,
2017, and is incorporated herein by reference.

The Compensation Committee has also approved forms of award
agreements for use in granting stock options, restricted shares
and restricted stock units under the 2017 Plan. These forms have
been filed as exhibits to the Registration Statement on Form S-8,
filed with the Securities and Exchange Commission on June 15,
2017, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security
Holders.

The Company held its Annual Meeting of Stockholders on June 15,
2017. There were issued and outstanding and entitled to vote at
the Annual Meeting 14,398,090 shares of common stock. There were
present, in person or by proxy, 13,753,689 shares representing
approximately 95.5% of the common stock issued and outstanding
and entitled to vote. The matters set forth below were voted
upon, with the results as indicated:

Proposal No. 1 Election of Directors:

The Inspector of Elections certified the following vote
tabulations for the eight nominees for election to the Board of
Directors, all of whom were elected:

For Withheld Broker Non-Votes
D. Kyle Cerminara 10,157,841 326,831 3,269,017
Samuel C. Freitag 9,011,023 1,473,649 3,269,017
William J. Gerber 9,010,023 1,474,649 3,269,017
Lewis M. Johnson 10,330,910 153,762 3,269,017
Charles T. Lanktree 10,328,110 156,562 3,269,017
Robert J. Roschman 10,327,110 157,562 3,269,017
James C. Shay 7,993,004 2,491,668 3,269,017
Ndamukong Suh 10,291,110 193,562 3,269,017

Proposal No. 2 Advisory Approval of Executive
Compensation:

The Inspector of Elections certified the following advisory vote
tabulations for the non-binding approval of the compensation of
the Companys Named Executive Officers, as described in the
Companys Proxy Statement:

For Against Abstain Broker Non-Votes
8,000,782 1,593,780 890,110 3,269,017

Proposal No. 3 Advisory Vote on the Frequency of the Vote
on Executive Compensation:

The Inspector of Elections certified the following advisory vote
tabulations for the non-binding resolution to approve the
frequency of the advisory vote on the compensation of the
Companys Named Executive Officers, as described in the Companys
Proxy Statement:

One Year Frequency Two Year Frequency Three Year Frequency Abstain Broker Non-Votes
9,315,446 2,135 1,093,955 73,136 3,269,017

In light of the outcome of the stockholder vote on the frequency
of future advisory votes on the compensation of the Companys
named executive officers and its previous recommendation, the
Companys Board of Directors has determined to continue to holding
the advisory vote on the compensation of the Companys named
executive officers every year until the next required vote on the
frequency of such votes. Accordingly, the next stockholder
advisory vote on executive compensation is expected to be held at
the Companys 2018 annual meeting of stockholders. The next
advisory vote on the frequency of future advisory votes on
executive compensation is required to occur no later than the
Companys 2023 annual meeting of stockholders.

Proposal No. 4 Ratification of Appointment of Independent
Auditors:

The Inspector of Elections certified the following vote
tabulations for the proposal to ratify the appointment of BDO
USA, LLP as the Companys independent auditors for the fiscal year
ending December 31, 2017:

For Against Abstain
12,214,650 1,465,264 73,775

Proposal No. 5 Approval of the Ballantyne Strong, Inc.
2017 Omnibus Equity Compensation Plan:

The Inspector of Elections certified the following vote
tabulations for the proposal to approve the Ballantyne Strong,
Inc. 2017 Omnibus Equity Compensation Plan:

For Against Abstain Broker Non-Votes
9,653,979 744,556 86,137 3,269,017

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