SITO MOBILE, LTD. (NASDAQ:SITO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On November 30, 2017, the Board of Directors of the SITO Mobile, Ltd. (the “Company”) approved a form of restricted stock unit award agreement for grants to non-employee directors under the Company’s 2017 Equity Incentive Plan. A copy of the form of award agreement is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 5.02.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 30, 2017, the Company held a 2017 Special Meeting of Shareholders (the “Special Meeting”). A total of 21,950,460 shares of the Company’s common stock were entitled to vote as of October 3, 2017, the record date for the Special Meeting, of which 14,024,155 were present in person or by proxy at the Special Meeting. The following is a summary of the final voting results for each matter presented to shareholders.
PROPOSAL 1:
Election of six directors to serve on the Board of Directors until the 2018 annual meeting of stockholders.
| Nominee | For | Withheld | BrokerNon-Votes |
| Brent Rosenthal | 6,462,447 | 201,161 | 7,360,547 |
| Steven Bornstein | 6,648,082 | 15,526 | 7,360,547 |
| Michael Durden | 6,608,179 | 55,429 | 7,360,547 |
| Itzhak Fisher | 6,619,005 | 44,603 | 7,360,547 |
| Thomas J. Pallack | 6,618,805 | 44,803 | 7,360,547 |
| Karen Seminara Patton | 6,648,203 | 15,405 | 7,360,547 |
PROPOSAL 2:
Ratification of the approval of an amendment to the Company’s By-Laws to allow for participation in stockholder meetings by means of remote communication.
| For | Against | Abstentions |
| 13,270,226 | 748,934 | 4,995 |
PROPOSAL 3:
Approval of the Company’s 2017 Equity Incentive Plan, as a successor to the Company’s 2008 Stock Option Plan.
| For | Against | Abstentions | BrokerNon-Votes |
| 5,942,916 | 647,003 | 73,689 | 7,360,547 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
|
Exhibit No. |
Description |
| 10.1 | Form of Director RSU Agreement |
SITO MOBILE, LTD. ExhibitEX-10.1 2 tv480588_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SITO MOBILE LTD. 2017 EQUITY INCENTIVE PLAN Restricted Stock Unit Grant Schedule Grantee’s name: [Grantee] Grant Date: 1. Number of Restricted Stock Units granted: [# of RSUs] 2. Vesting: Subject to the Grantee’s continued service to the Company through the applicable Vesting Dates,…To view the full exhibit click here
About SITO MOBILE, LTD. (NASDAQ:SITO)
SITO Mobile, Ltd. operates a mobile location-based advertising platform serving businesses, advertisers and brands. The Company’s offerings include SITO Location-Based Advertising and SITO Mobile Messaging. SITO Location-Based Advertising delivers display advertisements and videos on behalf of advertisers, including various features, such as Geo-fencing, Verified walk-in, Behavioral Targeting, and Analytics and Optimization. Geo-fencing targets customers within a certain radius of location and uses technology to push coupons, advertisements and promotions to mobile applications. Verified Walk-in tracks foot-traffic to locations and which advertisements drive action. Behavioral Targeting tracks past behaviors over 30 to 90 day increments allowing for real-time campaign management. Analytics and Optimization is a culling and building measurement system. SITO Mobile Messaging is a platform for building and controlling programs, including messaging and customer incentive programs.
