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): September 26, 2018
Network-1 Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15288 | 11-3027591 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
445 Park Avenue, Suite 912, New York, New York 10022
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 829-5770
N/A
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders of Network-1 Technologies, Inc. (the "Company") held on September 26, 2018, the stockholders of the Company entitled to vote at the meeting voted to (i) elect the five individuals named below to serve as directors of the Company to hold office until the next Annual Meeting of Stockholders and until their successors have been duly elected and qualified, (ii) approve, by non-binding advisory vote, the Company's named executive officer compensation (known as "Say on Pay") and (iii) approve, by non-binding advisory vote, holding future "Say on Pay" votes on an annual basis, and (iv) to ratify the appointment of Friedman LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018.
| 1) | The votes cast by stockholders with respect to the election of directors were as follows: |
| For | Withheld Authority | Broker Non-Votes | |||
| Corey M. Horowitz | 13,435,703 | 1,295,974 | 5,763,486 | ||
| David C. Kahn | 12,882,026 | 1,849,651 | 5,763,486 | ||
| Emanuel Pearlman | 12,824,647 | 1,907,030 | 5,763,486 | ||
| Niv Harizman | 11,219,856 | 3,511,821 | 5,763,486 | ||
| Allison Hoffman | 11,147,811 | 3,583,866 | 5,763,486 |
| 2) | The votes cast by stockholders with respect to the proposal to approve, by non-binding vote, the Company's named executive compensation as reported in the proxy statement for the Annual Meeting were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 10,464,024 | 3,020,242 | 1,247,411 | 5,763,486 |
| 3) | The votes cast by stockholders with respect to the proposal to approve, by non-binding advisory vote, the frequency of holding future votes regarding the Company's named executive officer compensation |
| 1 Year | 2 Years | 3 Years | Abstain | Broker non-vote | ||||
| 13,517,907 | 17,648 | 555,964 | 640,156 | 5,763,488 |
| 4) | The votes cast by stockholders with respect to the proposal to ratify the appointment of Friedman LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018 were as follows: |
| For | Against | Abstain | Broker Non-Vote | |||
| 19,500,734 | 986,979 | 7,450 | -0- |
(d) On September 26, 2018, the Board of Directors of the Company approved an annual vote with respect to the frequency of the Company holding future non-binding shareholder votes on named executive officer compensation as disclosed in its proxy material for its annual meeting of stockholders.
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SIGNATURE
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.
| NETWORK-1 TECHNOLOGIES, INC. | |||
| Dated: September 27, 2018 | By: | /s/ Corey M. Horowitz | |
| Name: Corey M. Horowitz | |||
| Title: Chairman and Chief Executive Officer | |||
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