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GLOWPOINT, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 2, 2014



Item 1.01 Entry Into a Material Definitive Agreement.

On May 28, 2014, Glowpoint, Inc. (the "Company") entered into indemnification agreements with each of its directors and officers (the "Indemnification Agreements"). Under the Indemnification Agreements the Company is required to indemnify its directors and officers to the full extent authorized or permitted by the provisions of the Delaware General Corporation Law and the Company's by-laws, provided that the director or officer acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal proceeding, the director or officer had no reasonable cause to believe such person's conduct was unlawful. Under the Indemnification Agreements the Company is also required to advance expenses to the director or officer in connection with such person's defense. The Indemnification Agreements also set forth procedures that will apply in the event of a claim for indemnification thereunder. The Company anticipates that it will enter into substantially similar Indemnification Agreements with any new directors and officers.

Each Indemnification Agreement conforms to the form of indemnification agreement attached as Exhibit 10.1 hereto, which is incorporated herein by reference. The foregoing summary of the Indemnification Agreements is qualified in its entirety by reference to the form of indemnification agreement attached as Exhibit 10.1 hereto.

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

(e) On April 22, 2014, the Board of Directors of the Company (the "Board") adopted the Glowpoint, Inc. 2014 Equity Incentive Plan (the "2014 Plan"), subject to requisite stockholder approval. On May 28, 2014, the 2014 Plan was approved by the Company's stockholders at the Company's 2014 Annual Meeting of Stockholders (the "Annual Meeting"). Also on May 28, 2014, the Board terminated the Company's 2007 Stock Incentive Plan (the "2007 Plan"). Notwithstanding the termination of the 2007 Plan, outstanding awards under the 2007 Plan will remain in effect accordance with their terms.

The purpose of the 2014 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means to attract, motivate, retain and reward selected employees and other eligible persons through the grant of equity awards. Awards may be granted under the 2014 Plan to officers, employees, directors and consultants of the Company or its subsidiaries. The 2014 Plan permits the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, cash awards and other awards, including stock bonuses, performance stock, performance units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Company's common stock, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof, or any similar securities with a value derived from the value of or related to the Company's common stock and/or returns thereon. A total of 4,400,000 shares of the Company's common stock are available for issuance pursuant to awards under the 2014 Plan.

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The foregoing summary of the 2014 Plan is qualified in its entirety by reference to the actual terms of the 2014 Plan, which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

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

(a) The Annual Meeting of the Company was held on May 28, 2014.

(b) The proposals listed below were submitted to a vote of the Company's stockholders at the Annual Meeting. Each of the proposals was approved by the Company's stockholders pursuant to the voting results set forth below.

1. Election of the following persons to the Board of Directors of the Company to serve until the Company's next annual meeting of stockholders, or until their respective successors are duly elected and qualified:

Name Votes For Votes Withheld Broker Non-Votes



Kenneth Archer 25,490,624 187,390 6,776,060 James H. Cohen 25,494,060 183,954 6,776,060 Peter Holst 25,496,432 181,582 6,776,060 Patrick J. Lombardi 25,494,409 183,605 6,776,060 James S. Lusk 25,492,996 185,018 6,776,060

2. Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014:

Votes For Votes Against Votes Abstain Broker Non-Votes 32,358,081 31,171 64,822

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3. Approval of the Glowpoint, Inc. 2014 Equity Incentive Plan:

Votes For Votes Against Votes Abstain Broker Non-Votes 24,889,583 503,566 284,865 6,776,060

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 10.1 Form of Indemnification Agreement for directors and officers. 10.2 Glowpoint, Inc. 2014 Equity Incentive Plan.



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Source: Edgar Glimpses