FORM HOLDINGS CORP. (NASDAQ:VRNG) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03
|
Material Modification to Rights of Security Holders |
On November 28, 2016, FORM Holdings Corp. (FORM) filed a
Certificate of Amendment to its Amended and Restated Certificate
of Incorporation, as amended, with the Secretary of State of the
State of Delaware to remove only-for-cause director removal (the
Certificate of Amendment).
The foregoing description of the Certificate of Amendment is not
complete and is subject to, and qualified in its entirety by, the
full text of the Certificate of Amendment, which is attached to
this Current Report as Exhibit 3.1 and is incorporated herein by
reference.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
On November 28, 2016, at FORMs 2016 annual meeting of
stockholders (the Annual Meeting), FORMs stockholders approved an
amendment to FORMs 2012 Employee, Director and Consultant Equity
Incentive Plan (as amended, the Plan) to increase the
number of shares of FORMs common stock, par value $0.01 per share
(FORM Common Stock) reserved for issuance under the Plan
to up to a maximum of 7,573,568 shares and to increase the
maximum number of shares available for grant to a single
participant in any fiscal year from 400,000 to 1,000,000.
The foregoing description of the Plan is not complete and is
subject to, and qualified in its entirety by, the full text of
the Plan, which is attached to this Current Report as Exhibit
10.1 and is incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
(a)On November 28, 2016, FORM held the Annual Meeting. At the
Annual Meeting, the holders of 11,756,821 shares of FORM Common
Stock were present in person or represented by proxy, which
represents 74.41% of the total shares of outstanding FORM Common
Stock entitled to vote as of the record date of October 18, 2016.
(b)The following actions were taken in the Annual Meeting:
| (1) |
The merger of FHXMS, LLC (Merger Sub), a Delaware limited liability company and wholly-owned subsidiary of FORM, with and into XpresSpa Holdings LLC, a Delaware limited liability company (XpresSpa), with XpresSpa being the surviving entity and a wholly-owned subsidiary of FORM, to the terms and conditions of the previously announced Agreement and Plan of Merger, dated as of August 8, 2016, as subsequently amended on September 8, 2016 and October 25, 2016 (collectively, the Merger Agreement), by and among FORM, Merger Sub, XpresSpa, the unitholders of XpresSpa who are parties thereto or who become parties thereto (the Unitholders) and Mistral XH Representative, LLC, as representative of the Unitholders (the Representative) (the Merger) was approved, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||
| 5,030,246 | 154,107 | 28,815 | 6,543,653 |
| (2) |
The adoption of a Section 382 Rights Agreement, adopted by the board of directors of FORM (the Board) on March 18, 2016 (the Rights Agreement), was approved, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||
| 5,130,234 | 72,737 | 10,197 | 6,543,653 |
| (3) |
The following six nominees were elected or reelected to serve on the Board until FORMs 2017 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 | 5,053,812 | 159,356 | 6,543,653 | |||||||||
| John Engleman | 5,113,958 | 99,210 | 6,543,653 | |||||||||
| Donald E. Stout | 4,821,630 | 391,538 | 6,543,653 | |||||||||
| Salvatore Giardina | 5,105,727 | 107,441 | 6,543,653 | |||||||||
| Bruce T. Bernstein | 5,096,298 | 116,870 | 6,543,653 | |||||||||
| Richard K. Abbe | 5,105,548 | 107,620 | 6,543,653 | |||||||||
| (4) |
The amendment to the Plan to increase the number of shares of FORM Common Stock reserved for issuance under the Plan to up to a maximum of 7,573,568 shares and to increase the maximum number of shares available for grant to a single participant in any fiscal year from 400,000 to 1,000,000 was approved, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||
| 3,348,264 | 1,468,087 | 396,817 | 6,543,653 |
| (5) |
The selection of Cohn Reznick LLP as FORMs independent registered public accounting firm for the fiscal year ending December 31, 2016, was ratified, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||
| 11,410,795 | 135,969 | 210,057 |
| (6) |
The Certificate of Amendment to remove only-for-cause director removal was approved, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||
| 10,802,811 | 874,998 | 79,012 |
| (7) |
The compensation of FORMs named executive officers, as disclosed in FORMs proxy statement, was approved by an advisory vote, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||
| 3,731,645 | 1,410,971 | 70,552 | 6,543,653 |
| (8) |
The proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of FORMs Proposal Nos. 1, 2, 3, 4, 5, 6 or 7, was approved, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||
| 9,298,385 | 2,124,186 | 334,250 |
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 3.1 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation, as amended, to remove only-for-cause director removal |
|
| 10.1 |
FORM Holdings Corp. 2012 Employee, Director and Consultant Equity Incentive Plan, as amended. |
About FORM HOLDINGS CORP. (NASDAQ:VRNG)
FORM Holdings Corp., formerly Vringo, Inc., is a diversified holding company. The Company specializes in identifying, investing in and developing companies with growth potential. Its holdings include Group Mobile, Fli Charge, Infomedia and Intellectual Property Assets. Group Mobile is a provider of rugged, mobile and field-use computing products, serving customers across the world. Fli Charge designs, develops, licenses, manufactures and markets wire-free conductive power and charging solutions. Infomedia is a provider of customer relationship management and monetization technologies to mobile carriers and device manufacturers. Intellectual Property Division is engaged in the innovation, development and monetization of intellectual property. Group Mobile offers various products, including rugged laptops, rugged mobile handhelds, rugged tablets and rugged accessories. Its brands include Panasonic, Getac, Xplore, Motion, Trimble, Gammatech and others. FORM HOLDINGS CORP. (NASDAQ:VRNG) Recent Trading Information
FORM HOLDINGS CORP. (NASDAQ:VRNG) closed its last trading session 00.00 at 1.97 with 232,368 shares trading hands.