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): June 27, 2014

 

 

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.)
11150 Santa Monica Boulevard, Suite 600, Los Angeles, California   90025
(Address of Principal Executive Offices)   (Zip Code)

(310) 893-0550

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mr. Thomas G. Stockham resigned from the Board of Directors of Spark Networks, Inc. (the “Company”), effective as of the certification of the results of the Company’s 2014 annual meeting of stockholders (the “Annual Meeting”), which occurred on July 2, 2014.

 

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

The Company held the Annual Meeting on June 27, 2014. For more information about the proposals set forth below, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 16, 2014. There were 23,827,938 shares of the Company’s common stock outstanding as of April 28, 2014, the record date for the Annual Meeting, and there were 19,931,427 shares of the Company’s common stock present in person or by proxy at the Annual Meeting. The final voting results for each proposal are set forth below. Because of the contested nature of the Annual Meeting, there were no broker non-votes on any proposal submitted to a vote at the Annual Meeting.

Proposal No. 1 – Election of six directors to the Board of Directors

The Company’s stockholders elected the following nominees as directors for terms expiring at the Company’s 2015 Annual Meeting of Stockholders: Stephen J. Davis, David Hughes, John H. Lewis, Michael J. McConnell, Thomas G. Stockham and Walter L. Turek. As disclosed above, Mr. Stockham subsequently resigned as a director.

The voting results for the election of directors were as follows:

Board of Directors Nominees:

 

Director Nominee

   Votes For      Votes Withheld  

Jonathan B. Bulkeley

     1,367,601         205,227   

Benjamin Derhy

     1,367,351         205,477   

David Hughes

     3,593,135         207,321   

Gregory R. Liberman

     1,381,263         205,971   

Thomas G. Stockham

     3,581,769         204,281   

Vince Thompson

     1,368,497         204,331   

Opposition Nominees:

 

Director Nominee

   Votes For      Votes Withheld  

Stephen J. Davis

     18,094,589         700   

John H. Lewis

     17,919,899         175,390   

Michael J. McConnell

     17,662,055         433,234   

Walter L. Turek

     17,919,388         175,901   


Proposal Number 2 – Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014

The proposal was approved by stockholders as follows:

 

Votes For

 

Votes Against

 

Abstentions

19,850,312

  45,305   35,810

Proposal Number 3 – Consideration of a stockholder proposal regarding poison pills

The proposal was not approved by stockholders as follows:

 

Votes For

 

Votes Against

 

Abstentions

3,142,158

  16,498,561   41,804

Proposal Number 4 – Consideration of a stockholder proposal to amend the Company’s Amended and Restated Bylaws to permit stockholders to call special meetings of stockholders

The proposal was approved by stockholders as follows:

 

Votes For

 

Votes Against

 

Abstentions

18,443,829

  1,197,394   41,300

Proposal Number 5 – Consideration of a stockholder proposal to amend the Company’s Amended and Restated Bylaws to allow beneficial stockholders to submit proposals and nominations for director under the Company’s Amended and Restated Bylaws

The proposal was approved by stockholders as follows:

 

Votes For

 

Votes Against

 

Abstentions

19,295,125

  346,498   40,900


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: July 2, 2014      
    By:  

/s/ Joshua A. Kreinberg

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