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SPARK NETWORKS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

July 3, 2014



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



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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



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Source: Edgar Glimpses


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