UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 29, 2016

 



		
			 
		



Prism Technologies Group, Inc.

(Exact name of registrant as specified in its charter)



		
			 
		



 



		
			
			
Delaware

			
(State or Other Jurisdiction

			
of Incorporation)
			
			
			
0-26083

			
(Commission

			
File Number)
			
			
			
94-3220749

			
(I.R.S. Employer

			
Identification No.)
			
		
		
			 
			 
			 
		
		
			 
			
			
101 Parkshore Dr., Suite 100

			
Folsom, California 95630

			
 

			
(Address of principal executive offices

			
including zip code) 
			
			 
		
		
			 
			 
			 
		
		
			 
			
			
(916) 932-2860

			
(Registrant’s telephone number,

			
including area code)
			
			 
		



 

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:

 



		
			
			
[  ]
			
			
			
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.

 

The following proposals were approved at the December 29, 2016 annual meeting of stockholders of Prism Technologies Group, Inc. (the “Company”):

 



		
			
			
1.
			
			
			
Election of Directors.  Stockholders elected James M. Corroon to serve as the Class II director for a three year term expiring at the Company’s 2019 annual meeting of stockholders.
			
		



 



		
			
			
Nominee
			
			
			
Votes For
			
			
			
Votes Withheld
			
			
			
Broker Non-Votes
			
		
		
			
			
James M. Corroon
			
			
			
3,877,257
			
			
			
251,144
			
			
			
3,648,224
			
		



 

 



		
			
			
2.
			
			
			
Advisory Vote on Executive Compensation.  Stockholders approved, on an advisory, non-binding basis, a resolution approving the compensation of the Company’s named executive officers.
			
		



 



		
			
			
Votes For
			
			
			
Votes Against
			
			
			
Votes Abstain
			
			
			
Broker Non-Votes
			
		
		
			
			
3,926,392
			
			
			
194,692
			
			
			
7,317
			
			
			
3,648,224
			
		



 

 



		
			
			
3.
			
			
			
Ratification of Appointment of Independent Registered Public Accounting Firm.  Stockholders ratified the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
			
		



 



		
			
			
Votes For
			
			
			
Votes Against
			
			
			
Votes Abstain
			
			
			
Broker Non-Votes
			
		
		
			
			
7,609,097
			
			
			
119,011
			
			
			
48,517
			
			
			
0
			
		



 

 



		
			
			
4.
			
			
			
Approval of an Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split.  Stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock in a ratio of between 1 for 20 and 1 for 100, as determined by the Board of Directors.
			
		



 



		
			
			
Votes For
			
			
			
Votes Against
			
			
			
Votes Abstain
			
			
			
Broker Non-Votes
			
		
		
			
			
7,431,322
			
			
			
301,234
			
			
			
44,069
			
			
			
0
			
		



 


 


 


 

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.

 



		
			
			
 
			
			PRISM TECHNOLOGIES GROUP, INC.
			
			
 
			
		
		
			
			
 
			
			 
			
			
 
			
			
			
 
			
			
			
 
			
		
		
			
			
 
			
			 
			
			
 
			
			
			
 
			
			
			
 
			
		
		
			
			
Date: January 3, 2017
			
			 
			
			
By: 
			
			
			
  /s/ L. Eric Loewe
			
			
			
 
			
		
		
			
			
 
			
			 
			
			
 
			
			
			
Name: L. Eric Loewe
			
			
			
 
			
		
		
			
			
 
			
			 
			
			
 
			
			
			
Title: Senior Vice President, General Counsel and Secretary