UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
to
CURRENT REPORT
Pursuant to Section 13 or 15(d)of the Securities Exchange Act 1934
Date of Report (date of earliest event reported):
June 4, 2014
PATENT PROPERTIES, INC.
(Exact name of registrant as specified in charter)
| | | | | |
| Delaware | | 001-33700 | | 30-0342273 |
| (State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
| | | |
Two High Ridge Park Stamford, CT | | 06905 |
| (Address Of Principal Executive Offices) | | (Zip Code) |
(203) 461-7200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ¨ | 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 5.07 Submission of Matters to a Vote of Security Holders.
Patent Properties, Inc. (the "Company" ) held its Annual Meeting of Stockholders on June 4, 2014. At that meeting there were 10,357,509 shares of Common Stock and 14,999,000 shares of Series B Convertible Preferred Stock present in person or by proxy and entitled to vote. Each share of Common Stock entitles its holder to one vote on any matter submitted to the stockholders. The holder of the Series B Convertible Preferred Stock vote together with the Common Stock on all matters where stockholders are entitled to vote. The holders of the Series B Convertible Preferred Stock are entitled to cast an aggregate of 80% of the total votes that may be cast with respect to any such matter. The matters voted upon and the results of the vote (after giving effect to the foregoing weighting of votes cast) are set forth below.
Proposal One: Election of Directors. Stockholders elected each of the following nominees as director to hold office until the 2015 Annual Meeting and until his or her successor is elected and qualified.
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Jay Walker | | 31,602,968 | | 8,196 | | 550,775 |
| Jonathan Ellenthal | | 31,604,691 | | 6,473 | | 550,775 |
| Nathaniel J. Lipman | | 31,606,069 | | 5,095 | | 550,775 |
| Robert Kelly | | 31,606,069 | | 5,095 | | 550,775 |
| Sharon Barner | | 31,606,069 | | 5,095 | | 550,775 |
| Harvey W. Schiller, Ph.D. | | 31,563,216 | | 47,948 | | 550,775 |
Proposal Two: Ratification of Appointment of Independent Auditors. Stockholders approved the ratification of the appointment of Marcum LLP as the Company's independent auditors for the fiscal year ending December 31, 2014.
| Votes For | | Votes Against | | Abstentions |
| 32,145,176 | | 5,069 | | 11,704 |
Proposal Three: Advisory Vote on Executive Compensation. Stockholders approved a resolution, on an advisory basis, the compensation paid to the Company's named executive officers.
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 31,538,428 | | 72,348 | | 388 | | 550,775 |
Proposal Four: Advisory Vote on Frequency of the Advisory Vote on Executive Compensation. Stockholders voted as follows on the frequency of the advisory vote on the compensation paid to the Company's named executive officers.
| Three Years | | Two Years | | One Year | | Abstentions | | Broker Non-Votes |
| 31,486,910 | | 677 | | 68,153 | | 55,424 | | 550,775 |
In light of the foregoing vote regarding Proposal Four, the Company has decided to include an advisory stockholder vote on the compensation of executives in its proxy materials every three years.
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.
Dated: June 5, 2014
| | | | |
| | PATENT PROPERTIES, INC. |
| | | |
| | By: | | /s/Jonathan Siegel |
| | Name: | | Jonathan Siegel |
| | Title: | | General Counsel and Chief Administrative Officer |
