GENIUS BRANDS INTERNATIONAL, INC. (NASDAQ:GNUS) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
(a)On July 25, 2017, Genius Brands International, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the holders of 4,330,618 shares of the Company’s common stock were present in person or represented by proxy, which represents 73.44% of the total shares of outstanding common stock entitled to vote as of the record date of June 7, 2017.
(b)The following actions were taken in the Annual Meeting:
| (1) | The following eight nominees were elected to serve on the Company’s Board of Directors until the Company’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 |
|
Andy Heyward |
2,817,940 |
4,533 |
1,508,145 |
| Amy Moynihan Heyward | 2,812,912 | 9,561 | 1,508,145 |
| Joseph “Gray” Davis | 2,816,484 | 5,989 | 1,508,145 |
| Lynne Segall | 2,813,550 | 8,923 | 1,508,145 |
|
P. Clark Hallren Anthony Thomopoulos |
2,818,512 2,818,512 |
3,961 3,961 |
1,508,145 1,508,145 |
| Bernard Cahill | 2,821,512 | 1,508,145 | |
| Margaret Loesch | 2,818,512 | 3,961 | 1,508,145 |
| (2) | The amendment to the Company’s 2015 Amended Incentive Plan, to increase the number of shares of common stock available for grant of awards under the 2015 Amended Incentive Plan from 1,443,334 to an aggregate of 1,666,667, was approved, based on the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Vote |
| 2,714,466 | 107,823 | 1,508,145 |
| (3) | The selection of Squar Milner LLP as the Company’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 | Abstentions | Broker Non-Vote |
| 4,330,294 | |||
| (4) | The compensation of the Company’s named executive officers, as disclosed in our proxy statement, was approved by an advisory vote, based on the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Vote |
| 2,750,140 | 62,998 | 9,335 | 1,508,145 |
| (5) | The preferred frequency of an advisory vote on the compensation of the Company’s named executive officers, as disclosed in our proxy statement, was “Three Years by an advisory vote,” based on the following votes: |
| One Year | Two Years | Three Years | Abstentions | Broker Non-Vote |
| 796,253 | 319,906 | 1,705,229 | 1,085 | 1,508,145 |
About GENIUS BRANDS INTERNATIONAL, INC. (NASDAQ:GNUS)
Genius Brands International, Inc. is a content and brand management company. The Company provides entertaining and enriching content and products with a purpose for toddlers to tweens. The Company produces original content and licenses the rights to that content to a range of partners. Its licensees include companies to which the audio-visual rights are licensed for exhibition in various formats, such as Pay Television, Free or Broadcast Television, video-on-demand (VOD), subscription on demand (SVOD) and digital video discs/compact discs (DVDs/CDs), and companies that develop and distribute products based on its content within different product categories, such as toys, electronics, publishing, home goods, stationary and gifts. The Company owns a portfolio of original children’s entertainment that is targeted at toddlers to teens, including Baby Genius, Warren Buffett’s Secret Millionaires Club, Thomas Edison’s Secret Lab and Stan Lee’s Mighty 7.
