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 4, 2015
NEULION, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-53620 | | 98-0469479 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
| 1600 Old Country Road, Plainview, NY | | 11803 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(516) 622-8300
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
NeuLion, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 4, 2015. Prior to the Annual Meeting, the Board of Directors of the Company consisted of 11 directors. As disclosed in the proxy statement of the Company dated April 27, 2015, G. Scott Paterson and John R. Anderson asked the Company not to nominate them for re-election at the Annual Meeting. The Company determined that the size of the Board would be reduced to nine directors, and that therefore only nine directors would be nominated for election at the Annual Meeting. As such, Messrs. Paterson and Anderson are no longer directors of the Company, effective upon expiration of their one-year term on June 4, 2015. The resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Summarized below are the results of the matters voted on at the Annual Meeting:
| Matters Voted On | | For | | | Against | | | Abstain | | | Broker Non Votes | |
| To elect nine directors of the Company: | | | | | | | | | | | | |
| Gabriel A. Battista | | | 173,464,086 | | | | 160,730 | | | | 56,700 | | | | 7,892,130 | |
| Robert E. Bostrom | | | 173,523,036 | | | | 105,880 | | | | 52,600 | | | | 7,892,130 | |
| John A. Coelho | | | 173,538,836 | | | | 92,580 | | | | 50,100 | | | | 7,892,130 | |
| James R. Hale | | | 173,542,036 | | | | 89,380 | | | | 50,100 | | | | 7,892,130 | |
| Shirley Strum Kenny | | | 173,431,634 | | | | 197,282 | | | | 52,600 | | | | 7,892,130 | |
| David Kronfeld | | | 173,508,786 | | | | 120,630 | | | | 52,100 | | | | 7,892,130 | |
| Nancy Li | | | 173,453,336 | | | | 188,680 | | | | 39,500 | | | | 7,892,130 | |
| Roy E. Reichbach | | | 165,001,038 | | | | 8,630,378 | | | | 50,100 | | | | 7,892,130 | |
| Charles B. Wang | | | 173,469,986 | | | | 169,430 | | | | 42,100 | | | | 7,892,130 | |
| | | | | | | | | | | | | | | | | |
| To ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2015 | | | 181,508,879 | | | | 17,650 | | | | 47,117 | | | | 0 | |
| | | | | | | | | | | | | | | | | |
| To approve the conversion of a note, in the principal amount of US$27,000,000, issued to PCF 1, LLC in connection with the Company’s acquisition of DivX Corporation into shares of common stock of the Company, at a conversion price of US$1.044853 | | | 137,614,877 | | | | 143,523 | | | | 35,923,116 | | | | 7,892,130 | |
| | | | | | | | | | | | | | | | | |
| To approve an amendment to the Amended and Restated NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan (the “2012 Plan”) to increase the number of shares of the Company’s common stock that may be issued under the 2012 Plan from 30,000,000 to 50,000,000 | | | 165,696,248 | | | | 7,956,741 | | | | 28,527 | | | | 7,892,130 | |
As a result of the voting at the Annual Meeting, each of the nominees for director named above was re-elected and each of the proposals described above was approved by the Company’s stockholders.
Item 8.01 Other Events.
At the Annual Meeting, the Company’s management presented certain financial and market-related information to its stockholders via a PowerPoint presentation, a copy of which is being filed as Exhibit 99.1 to this Form 8-K and is also available on the Company’s website at www.neulion.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit Number | | Description |
| | | |
| 99.1 | | Annual Meeting of Stockholders Presentation |
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.
| | NEULION, INC. |
| | |
| | |
| Date: June 4, 2015 | By: | /s/ Roy E. Reichbach |
| | | Name: | Roy E. Reichbach |
| | | Title: | General Counsel and Corporate Secretary |
EXHIBIT LIST
Exhibit Number | | Description |
| | | |
| 99.1 | | Annual Meeting of Stockholders Presentation |
