UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): May 22, 2017 (May 18, 2017)
Synacor, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-33843 | | 16-1542712 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
40 La Riviere Drive, Suite 300 Buffalo, New York | | 14202 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(716) 853-1362
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The following proposals were submitted to the stockholders at the 2017 Annual Meeting of Stockholders held on May 18, 2017:
| | 1. | The election of two directors to serve until our 2020 Annual Meeting of Stockholders or until their successors are duly elected and qualified. |
| | 2. | The ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017. |
| | 3. | The approval of the amendment and restatement of the Synacor, Inc. 2012 Equity Incentive Plan to, among other things, allow future performance-based awards to qualify under Internal Revenue Code Section 162(m). |
For more information about the foregoing proposals, see our proxy statement dated April 7, 2017. The number of votes cast for and against and the number of abstentions andnon-votes with respect to each matter voted upon are set forth below:
Board of Director Election Results
The following nominees received the highest number of “FOR” votes and, as a result, were elected to serve as directors for a term that will continue until the 2020 Annual Meeting or until their respective successors have been duly elected and qualified.
| | | | | | |
Director Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
Gary Ginsberg | | 14,011,906 | | 1,383,756 | | 12,325,159 |
Scott Murphy | | 14,693,604 | | 702,058 | | 12,325,159 |
The following directors, in addition to Messrs. Ginsberg and Murphy, will continue to serve as members of our Board of Directors until the expiration of their respective terms or until their respective successors have been duly elected and qualified: Himesh Bhise, Marwan Fawaz, Andrew Kau, Jordan Levy and Michael Montgomery. Additionally, as previously disclosed, Lisa Donohue was appointed to our Board of Directors effective May 18, 2017, to fill a vacancy on our Board and to serve until the 2019 annual meeting of stockholders or until her successor is duly elected and qualified.
Ratification of Deloitte & Touche LLP as our independent registered public accounting firm
Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.
| | | | |
Votes For | | Votes Against | | Abstain |
26,777,454 | | 537,584 | | 405,783 |
Approval of the Amendment and Restatement of the Synacor, Inc. 2012 Equity Incentive Plan
Our stockholders approved the amendment and restatement of the Synacor, Inc. 2012 Equity Incentive Plan to, among other things, allow future performance-based awards to qualify under Internal Revenue Code Section 162(m).
| | | | | | |
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
11,944,747 | | 3,025,754 | | 425,161 | | 12,325,159 |
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.
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| | | | SYNACOR, INC. |
| | | |
Date: May 22, 2017 | | | | By: | | /s/ William J. Stuart |
| | | | | | William J. Stuart |
| | | | | | Chief Financial Officer and Secretary |
