form8k_3353836.htm
 
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


September 16, 2014
(Date of earliest event reported)

Cinedigm Corp.
(Exact name of registrant as specified in its charter)


Delaware
001-31810
22-3720962
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


902 Broadway, 9th Floor, New York, New York
10010
(Address of principal executive offices)
(Zip Code)


212-206-8600
(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 (see General Instruction A.2. below):

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

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

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

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

 
 
 
 


Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
At the Annual Meeting of Stockholders on September 16, 2014 (the “Annual Meeting”) of Cinedigm Corp. (the “Company”), the stockholders of the Company approved an amendment to the Company’s Second Amended and Restated 2000 Equity Incentive Plan (the “Plan Amendment”) to increase the total number of shares of Class A Common Stock available for issuance thereunder from 9,300,000 to 14,300,000 shares.

The foregoing description is qualified in its entirety by reference to the Plan Amendment, which is filed as Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference.

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
At the Annual Meeting,  the stockholders of the Company approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”), and on September 17, 2014 the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Charter (the “Charter Amendment”) pursuant to Section 242 of the Delaware General Corporation Law.  Pursuant to the Charter Amendment, the Company’s Charter was amended to increase the number of authorized shares of Common Stock by 91,241,000 and to designate the additional shares as Class A Common Stock. Following the Charter Amendment, the Company has 210,000,000 shares of Class A Common Stock authorized for issuance.

The foregoing description is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 to this Form 8-K and is hereby incorporated by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders.
 
At the Annual Meeting, the stockholders of the Company voted on six proposals. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.  There was no solicitation of proxies in opposition to management’s nominees as listed in the proxy statement and all of management’s nominees were elected to our Board of Directors.  Details of the voting are provided below:

Proposal 1:

To elect eight (8) members of the Company’s Board of Directors to serve until the 2015 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed).

 
Votes For
Votes Withheld
Broker Non-Votes
Christopher J. McGurk
 42,332,740   2,240,369   20,771,116
Adam M. Mizel
 40,195,740   4,377,369   20,771,116
Gary S. Loffredo
 41,303,172   3,269,937   20,771,116
Peter C. Brown
 38,949,265   5,623,844   20,771,116
Wayne L. Clevenger
 37,954,596   6,618,513   20,771,116
Matthew W. Finlay
 38,479,964   6,093,145   20,771,116
Martin B. O’Connor II
 38,398,753   6,174,356   20,771,116
Laura Nisonger Sims
 37,977,545   6,595,564   20,771,116


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Proposal 2:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
To amend the Company’s Certificate of Incorporation to increase the number
of authorized shares of Class A Common Stock.
 
   53,925,080   7,053,408   4,365,737 –
         
Proposal 3:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
To amend the Company’s Second Amended and Restated 2000 Equity Incentive
Plan to increase the total number of shares of Class A Common Stock available for issuance thereunder.
 
 
   34,097,178   10,457,366   18,565   20,771,116
Proposal 4:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
To amend the Company’s Certificate of Incorporation to effect a reverse stock
split and to reduce the number of authorized shares of Class A Common Stock,
subject to the Board’s discretion.
   62,473,915   2,815,952   54,358 –


Proposal 5:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
To approve by non-binding vote, executive compensation.
   40,799,207   2,360,479   1,413,423   20,771,116

Proposal 6:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
To ratify the appointment of EisnerAmper LLP as our independent auditors
for the fiscal year ending March 31, 2015.
   64,622,486   687,950   33,789 –



Item 9.01
Financial Statements and Exhibits.

Exhibit Number
  
Description
 
3.1
  
 
Amendment effective September 17, 2014 to Fourth Amended and Restated Certificate of Incorporation of Cinedigm Corp.
10.1
  
Amendment No. 7 to the Second Amended and Restated 2000 Equity Incentive Plan.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:    September 17, 2014
 
 

     
   
By: 
   /s/ Gary S. Loffredo
   
Name:
Gary S. Loffredo
   
Title:
President of Digital Cinema, General Counsel & Secretary
       


 
 

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EXHIBIT INDEX
 
Exhibit Number
  
Description
 
3.1
  
 
Amendment effective September 17, 2014 to Fourth Amended and Restated Certificate of Incorporation of Cinedigm Corp.
10.1
  
Amendment No. 7 to the Second Amended and Restated 2000 Equity Incentive Plan.
     

 
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