FORM HOLDINGS CORP. (NASDAQ:FH) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
(a)On November 8, 2017, FORM Holdings Corp. (“FORM”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 20,376,594 of the holders of the total shares of FORM were present in person or represented by proxy, which represents 68.14% of the total outstanding shares of FORM entitled to vote as of the record date of September 12, 2017. The total voting shares present in person or represented by proxy includes holders of FORM’s common stock, par value $0.01 (“FORM Common Stock”), and holders of FORM’s Series D preferred stock (“FORM Preferred Stock”).
(b)The following actions were taken in the Annual Meeting:
| (1) | The following six nominees were elected or reelected to serve on the Board until FORM’s 2018 annual meeting of stockholders or until their respective successors have been elected and qualified, or until their earlier resignation or removal: |
| Name of Director Nominees | Votes For | Votes Withheld | Broker Non-Vote |
| Andrew D. Perlman | 8,351,878 | 837,790 | 11,186,926 |
| John Engleman | 8,398,364 | 791,304 | 11,186,926 |
| Donald E. Stout | 8,401,546 | 788,122 | 11,186,926 |
|
Salvatore Giardina Bruce T. Bernstein |
8,395,687 8,351,048 |
793,981 838,620 |
11,186,926 11,186,926 |
| Richard K. Abbe | 8,482,223 | 707,445 | 11,186,926 |
| (2) | The selection of Cohn Reznik LLP as FORM’s independent registered public accounting firm for the fiscal year ending December 31, 2017, was ratified, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| 19,936,978 | 175,585 | 264,031 |
| (3) | The compensation of FORM’s named executive officers, as disclosed in FORM’s proxy statement, was approved by an advisory vote, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| 7,391,068 | 1,769,114 | 29,486 | 11,186,926 |
| (4) | The election of Andrew R. Heyer by holders of FORM Preferred Stock to serve on the Board until FORM’s 2018 annual meeting of stockholders or until his respective successor has been elected and qualified, or until their earlier resignation or removal: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| 1,745,008 |
| (5) | The proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of FORM’s Proposal Nos. 1, 2, 3 or 4, was approved, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| 18,351,440 | 1,830,699 | 194,455 |
