THESTREET, INC. (NASDAQ:TST) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Stockholders of the Company (the 2017
Annual Meeting) was held on May 31, 2017.Stockholders of record
at the close of business on April 5, 2017 (the Record Date) were
entitled to vote at the 2017 Annual Meeting.As of the Record
Date, there were issued and outstanding 35,628,317 shares of the
Companys common stock and 5,500 shares of the Companys Series B
Preferred Stock (the Preferred Stock).The holders of the
Preferred Stock were entitled to vote together as a single class
with the holders of the Companys common stock, having a vote
equivalent to that of 3,856,942 shares of common stock, which is
the number of votes that the holders of the Preferred Stock would
be entitled to cast had such holders converted their Preferred
Stock into shares of the Companys common stock on the Record
Date. As a result, there were a total of 39,485,259 shares
entitled to vote at the 2017 Annual Meeting.
The Companys stockholders voted on 5 of the 6 proposals at the
2017 Annual Meeting, which were each described in the Companys
definitive proxy statement filed with the Securities and Exchange
Commission on April 19, 2017 (the Proxy Statement).The final
results for the votes are set forth below.
Proposal 1:
Sarah Fay, Stephen Zacharias and Betsy Morgan were each elected
as Class III directors, each receiving at least a majority of the
votes cast, to serve for a three-year term expiring at the annual
meeting of stockholders in 2020, or until their respective
successors are duly elected and qualified, by the votes set forth
below:
| For | Withheld | Broker Non-Vote | ||||||||||
| Sarah Fay | 14,864,986 | 10,933,026 | 7,961,256 |
| For | Withheld | Broker Non-Vote | ||||||||||
| Stephen Zacharias | 15,161,231 | 10,636,781 | 7,961,256 |
| For | Withheld | Broker Non-Vote | ||||||||||
| Betsy Morgan | 19,573,833 | 6,224,179 | 7,961,256 |
Proposal 2:
The Companys stockholders ratified the appointment of BDO USA,
LLP as the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2017, by the votes set
forth below:
| For | Against | Abstain | |||||||
| 31,416,320 | 2,241,872 | 101,076 |
There were no broker non-votes on this proposal.
Proposal 3:
The Companys stockholders approved, on an advisory (non-binding)
basis, the compensation of the Companys named executive officers
as described in the Proxy Statement, by the votes set forth
below:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 14,712,334 | 10,578,626 | 507,052 | 7,961,256 | |||||||||||
Proposal 4:
The Companys stockholders voted, on an advisory (non-binding)
basis, that the frequency of the vote of future advisory votes on
compensation of the Companys named executive officers as
described in the Proxy Statement be One Year, by the votes set
forth below:
| One Year | Two Years | Three Years | Abstain | Broker Non-Vote | ||||||||||||
| 24,602,120 | 23,750 | 690,454 | 481,688 | 7,961,256 | ||||||||||||
In light of the Companys stockholders strong preference for One
Year, the Company has decided that it will continue to conduct
the executive compensation advisory vote annually.
Proposal 5:
Proposal 5 did not receive the requisite vote of the holders of
at least 80% of the voting power of shares entitled to vote at an
election of directors. Therefore, the Companys stockholders did
not approve an amendment to the Companys Restated Certificate of
Incorporation to declassify the Board of Directors.
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 25,107,782 | 83,682 | 606,548 | 7,961,256 | |||||||||||
Proposal 6:
The Companys stockholders did not vote at the 2017 Annual Meeting
on the stockholder proposal to eliminate supermajority voting
requirements from the Companys governing documents because the
proposal was not properly presented.
About THESTREET, INC. (NASDAQ:TST)
TheStreet, Inc. (TheStreet) is a digital financial media company focused on the financial, and mergers and acquisitions environment. The Company’s collection of digital services provides users, subscribers and advertisers with a range of content and tools through a range of online, social media, tablet and mobile channels. With a suite of digital services, TheStreet offers the tools and insights needed to make informed decisions about earning, investing, saving and spending money. TheStreet provides interactive multimedia coverage of the financial markets, economy, industry trends, investment and financial planning. Its subscription products are designed to address the needs of investors with various areas of interest, including fledgling investors, day and swing traders, and fundamental, technical and options traders. Its RateWatch business publishes bank rate market information on a subscription basis to financial institutions and government agencies. THESTREET, INC. (NASDAQ:TST) Recent Trading Information
THESTREET, INC. (NASDAQ:TST) closed its last trading session down -0.015 at 0.915 with 25,048 shares trading hands.