Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 24, 2013

 

 

Spark Networks, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-32750   20-8901733
(Commission File Number)   (IRS Employer Identification No.)
8383 Wilshire Boulevard, Suite 800, Beverly Hills, California   90211
(Address of Principal Executive Offices)   (Zip Code)

(323) 658-3000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

Spark Networks, Inc. (the “Company”) held its annual meeting of stockholders on May 24, 2013. For more information about the proposals set forth below, please see the Company’s definitive proxy statement and supplement to proxy statement filed with the Securities and Exchange Commission on April 2, and May 3, 2013, respectively. There were 19,089,692 shares of Common Stock present in person or by proxy at the meeting. The final voting results on each of the matters submitted to a vote of stockholders were as follows:

Proposal No. 1. To elect the Company’s Board of Directors. The Company’s stockholders elected, by a majority of the votes cast, each of the six nominees to the Board of Directors, to serve until the Company’s 2014 annual meeting of stockholders or until their respective successors have been elected, as follows:

 

Director Nominee

   Votes For      Votes Withheld      Broker Non-Votes  

Jonathan B. Bulkeley

     16,288,808         52,614         2,748,270   

Benjamin Derhy

     15,674,901         666,521         2,748,270   

Peter L. Garran

     16,283,458         57,964         2,748,270   

Michael A. Kumin

     15,855,293         486,129         2,748,270   

Gregory R. Liberman

     16,286,308         55,114         2,748,270   

Thomas G. Stockham

     16,289,205         52,217         2,748,270   

Proposal Number 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The proposal was approved by a vote of stockholders as follows:

 

Votes For

   Votes Against      Abstentions      Broker Non-Votes  

19,063,050

     26,542         100         0   

Proposal Number 3. To approve, on an advisory basis, the compensation of the Company’s named executive officers. The stockholders approved, on an advisory basis, the resolution regarding the compensation of the Company’s named executive officers as disclosed in the proxy statement as follows:

 

Votes For

   Votes Against      Abstentions      Broker Non-Votes  

15,975,108

     364,314         2,000         2,748,270   


Proposal Number 4. To approve, on an advisory basis, the frequency at which the Company should include an advisory vote regarding the compensation of the Company’s named executive officers. The stockholders approved, on an advisory basis, the frequency of three years at which the Company should include an advisory vote regarding the compensation of the Company’s named executive officers as disclosed in the proxy statement as follows:

 

One Year

   Two Years      Three Years      Abstentions      Broker Non-Votes  

5,893,086

     795,989         9,650,847         1,500         2,748,270   

In light of the results of the stockholder vote on a frequency at which the Company should include an advisory vote regarding the compensation of the Company’s named executive officers, the Company has determined to conduct a stockholder vote every three years regarding the compensation of the Company’s named executive officers until the next required vote on the frequency of stockholder votes on compensation of named executive officers.

Proposal Number 5. To consider a stockholder proposal regarding poison pills. The proposal was not approved by a vote of stockholders as follows:

 

Votes For

   Votes Against      Abstentions      Broker Non-Votes  

2,502,935

     13,836,887         1,600         2,748,270   


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SPARK NETWORKS, INC.
Date: May 28, 2013    
  By:  

/s/ Joshua A. Kreinberg

  Name:   Joshua A. Kreinberg
  Title:   General Counsel and Corporate Secretary