LEAF GROUP LTD. (NYSE:LFGR) Files An 8-K Submission of Matters to a Vote of Security Holders

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LEAF GROUP LTD. (NYSE:LFGR) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07 Submission of Matters to a Vote of Security
Holders.

On May17, 2017, Leaf Group Ltd. (the Company) held its Annual
Meeting of Stockholders (the 2017 Annual Meeting). At the 2017
Annual Meeting, 18,965,716 shares were represented in person or
by proxy, constituting approximately 94.21% of the Companys
outstanding shares as of March20, 2017, the record date for the
2017 Annual Meeting. At the 2017 Annual Meeting, the following
four proposals were submitted to the stockholders and the
Companys inspector of elections certified the vote tabulations
indicated below.For more information about the proposals, please
refer to the definitive proxy statement for the 2017 Annual
Meeting filed by the Company with the Securities and Exchange
Commission on March24, 2017 (the Proxy Statement).

Proposal 1 – Election of Directors

The individuals listed below were each re-elected to serve on the
Companys board of directors (the Board) for a three-year term
expiring at the Companys 2020 Annual Meeting of Stockholders, or
until his or her successor is duly elected and qualified.

NomineeforDirector

VotesFor

VotesWithheld

BrokerNon-Votes

PercentageofShares VotedinFavor

John Hawkins

15,899,072

334,675

2,731,969

97.94%

Brian Regan

15,897,652

336,095

2,731,969

97.93%

Jennifer Schulz

15,905,172

328,575

2,731,969

97.98%

Proposal 2 – Ratification of the Independent Registered
Public Accounting Firm

Proposal 2 was a management proposal to ratify the appointment of
PricewaterhouseCoopers LLP to serve as the Companys independent
registered public accounting firm for the fiscal year ending
December31, 2017.This proposal was approved.

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

PercentageofShares VotedinFavor

18,915,337

48,846

1,533

99.73%

Proposal 3 – Advisory (Non-Binding) Say-on-Pay Vote to
Approve Executive Compensation for 2016

Proposal 3 was a management proposal to adopt a say-on-pay
resolution approving, on a non-binding advisory basis, the
compensation of the Companys named executive officers, as
described in the Proxy Statement.This proposal was approved.

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

PercentageofShares VotedinFavor

13,682,697

2,547,253

3,797

2,731,969

84.28%

Proposal 4 – Advisory (Non-Binding) Vote Regarding the
Frequency of Future Stockholder Votes on Executive
Compensation

Proposal 4 was a management proposal to have stockholders
indicate, on a non-binding advisory basis, how frequently they
believe the Company should seek an advisory say-on-pay vote on
executive compensation.Votes on the frequency of future
say-on-pay votes were as follows:

OneYear

TwoYears

ThreeYears

Abstentions

BrokerNon-Votes

7,026,742

631,602

6,964,419

1,610,984

2,731,969


About LEAF GROUP LTD. (NYSE:LFGR)

Leaf Group Ltd., formerly Demand Media, Inc., is diversified Internet marketplaces and media company. The Company has online media properties and marketplace platforms that enable communities of creators to reach audiences in lifestyle categories. The Company operates an online studio platform for the professional creation and distribution of content, as well as two online artist marketplaces. Its business comprises two service offerings: Content & Media and Marketplaces. The Company creates media content, including text articles, videos, photographs and designed visual formats, and publishes such content to its owned and operated online properties and to its customers’ online properties. The Company also offers its content creation and distribution platform to provide custom content and other content marketing solutions to brands, publishers and advertisers.

LEAF GROUP LTD. (NYSE:LFGR) Recent Trading Information

LEAF GROUP LTD. (NYSE:LFGR) closed its last trading session 00.00 at 8.05 with 27,167 shares trading hands.

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