SPHERIX INCORPORATED (NASDAQ:SPEX) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.Submission of Matters to a Vote of Security Holders.
On December 12, 2017, Spherix Incorporated (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders (i) re-elected Robert J. Vander Zanden, Anthony Hayes, Tim S. Ledwick and Eric Weisblum as directors of the Company, (ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, (iii) approved, on a non-binding, advisory basis, the Company’s executive compensation, and (iv) approved, on a non-binding, advisory basis, the frequency of one year for the Company to hold advisory votes on its executive compensation. Stockholders of record at the close of business on November 1, 2017 were entitled to one vote for each share of common stock, ten/nineteenths votes per share of Series D Convertible Preferred Stock (as converted, one vote for each of 2,487 shares of common stock) and ten/nineteenths votes per share of Series D-1 Convertible Preferred Stock (as converted, one vote for each of 439 shares of common stock) held. On November 1, 2017, there were 6,235,898 shares of common stock issued and outstanding, 4,725 shares of Series D Convertible Preferred Stock issued and outstanding and 834 shares of Series D-1 Convertible Preferred Stock issued and outstanding, of which 3,670,855 were represented at the Meeting, or approximately 57.91 % of the total outstanding, which was sufficient to constitute a quorum.
Set forth below are the final voting results for each of the proposals:
Proposal No. 1 – Election of directors
Robert J. Vander Zanden, Anthony Hayes, Tim S. Ledwick and Eric Weisblum were elected to serve until the 2017 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes |
| Robert J. Vander Zanden | 534,559 | 40,494 | 3,095,802 |
| Anthony Hayes | 526,900 | 48,153 | 3,095,802 |
| Tim S. Ledwick | 533,512 | 41,541 | 3,095,802 |
| Eric Weisblum | 534,362 | 40,691 | 3,095,802 |
Proposal No.2 – Ratification of the appointment of independent registered public accounting firm
The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 3,346,762 | 37,524 | 286,569 | – |
Proposal No.3 – Approval, by non-binding advisory vote, of the Company’s executive compensation
The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 291,714 | 263,859 | 19,480 | 3,095,802 |
Proposal No.4 – Approval, by non-binding advisory vote, on the frequency of advisory votes on the Company’s executive compensation
The frequency of one year for future advisory votes on the Company’s executive compensation was approved. The voting results were as follows:
| 3 Years | 2 Years | 1 Year | Abstentions |
| 212,219 | 38,488 | 305,827 | 18,519 |
A copy of the press release issued by the Company with respect to the Meeting is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| 99.1 | Press release, dated December 13, 2017 |
SPHERIX INC ExhibitEX-99.1 2 s108421_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Spherix Holds Annual Shareholder Meeting Announces Intent to Distribute Stock Dividend in 2018 NEW YORK,…To view the full exhibit click here
About SPHERIX INCORPORATED (NASDAQ:SPEX)
Spherix Incorporated is an intellectual property company that owns patented and unpatented intellectual property. The Company is a patent commercialization company focused on generating revenues from the monetization of intellectual property. The Company acquires intellectual property from patent holders in order to maximize the value of the patent holdings by conducting and managing a licensing campaign. Its activities generally include the acquisition and development of patents through internal or external research and development. In addition, it seeks to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications. Its patent portfolio includes both the United States and foreign patents and pending patent applications in the wireless communications and telecommunication sectors, including data, optical and voice technology, antenna technology, wireless fidelity (Wi-Fi), base station functionality, and cellular.