Professional Diversity Network, Inc. (NASDAQ:IPDN) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
On June 21, 2017, Professional Diversity Network, Inc. (the
Company) received a letter from The Nasdaq Stock Market LLC
(Nasdaq) stating that the Nasdaq staff determined that the
Company was not in compliance with Listing Rule 5605 for the
period from February 13, 2017 through June 2, 2017 because the
Companys Audit Committee was comprised of only two independent
directors. The letter also stated that the Company regained
compliance on June 2, 2017, within the cure period provided by
Listing Rule 5605(c)(4), after it appointed independent directors
Xiaojing Huang and Xianfang Liu to the Audit Committee. The
independent directors Lee Hillman and David Schramm continue to
serve on the Audit Committee with Ms. Huang and Mr. Liu. Nasdaq
confirmed that, subject to the disclosure made in this Current
Report on Form 8-K, the matter is now closed.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The Companys 2017 Annual Meeting of Stockholders was held on June
26, 2017 (the Annual Meeting). At the Annual Meeting, the
Companys stockholders approved Amendment No. 2 to the
Professional Diversity Network, Inc. 2013 Equity Compensation
Plan (the Amendment). A description of the Amendment is set forth
in Proposal 2: Approval of Amendment to 2013 Equity Compensation
Plan in the Companys 2017 Proxy Statement filed with the
Securities and Exchange Commission on May 1, 2017 (the Proxy
Statement), and such description is incorporated herein by
reference. The description of the Amendment set forth herein and
in the Proxy Statement are summaries only and are qualified in
their entirety by the full text of the Amendment, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
The following are the voting results on each matter submitted to
the Companys stockholders at the Annual Meeting held on June 26,
2017.
Proposal 1: The Companys stockholders elected the following nine
nominees as directors, to serve until the next Annual Meeting of
Stockholders and until their respective successors are duly
elected and qualified, by the following vote:
|
Name |
For |
Withheld |
Broker Non-Votes |
|
James Kirsch |
2,911,325 |
30,357 |
573,269 |
|
Maoji (Michael) Wang |
2,911,315 |
30,367 |
573,269 |
|
Jingbo (James) Song |
2,911,315 |
30,367 |
573,269 |
|
Star Jones |
2,941,286 |
573,269 |
|
|
David Schramm |
2,916,695 |
24,987 |
573,269 |
|
Lee Hillman |
2,886,734 |
54,948 |
573,269 |
|
Scott Liu |
2,903,861 |
37,821 |
573,269 |
|
Xiaojing Huang |
2,903,861 |
37,821 |
573,269 |
|
Hao Zhang |
2,903,861 |
37,821 |
573,269 |
Proposal 2: The Companys stockholders voted to approve an
amendment to the Professional Diversity Network, Inc. 2013 Equity
Compensation Plan to increase the number of shares reserved for
issuance from 225,000 to 615,000 by the following vote:
|
For |
Against |
Abstentions |
Broker Non-Votes |
|
104,761 |
12,574 |
573,269 |
Proposal 3: The Companys stockholders voted to ratify the
appointment of Marcum LLP as the Companys independent registered
public accounting firm for the fiscal year ending December 31,
2017 by the following vote:
|
For |
Against |
Abstentions |
|
689,393 |
1,675 |
|
(d) |
Exhibits |
|
10.1 |
Amendment No. 2 to the Professional Diversity Network, Inc. 2013 Equity Compensation Plan |
Professional Diversity Network, Inc. ExhibitEX-10.1 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 2 TO PROFESSIONAL DIVERSITY NETWORK,…To view the full exhibit click here About Professional Diversity Network, Inc. (NASDAQ:IPDN)
Professional Diversity Network, Inc. is an operator of professional networks with a focus on diversity. The Company serves various communities, including Women, Hispanic-Americans, African-Americans, Asian-Americans, Disabled, Military Professionals, and Lesbian, Gay, Bisexual and Transgender (LGBT). The Company’s segments include Professional Diversity Network (PDN Network), which includes online professional networking communities with career resources for the needs of various diverse cultural groups; National Association of Professional Women (NAPW Network), a women-only professional networking organization, and Noble Voice operations (Noble Voice), a career consultation and lead generation service. The Noble Voice call centers qualify callers for real-time job placement. The PDN Network consists of various online professional networking communities dedicated to serving diverse professionals in the United States and employers seeking to hire diverse talent. Professional Diversity Network, Inc. (NASDAQ:IPDN) Recent Trading Information
Professional Diversity Network, Inc. (NASDAQ:IPDN) closed its last trading session down -0.01 at 7.72 with 51,833 shares trading hands.