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): October 28, 2020
XpresSpa Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-34785 | | 20-4988129 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| 254 West 31st Street, 11th Floor, New York, New York | | 10001 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(212) 309-7549
(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:
| | ¨ | 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)) |
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| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | XSPA | | The Nasdaq Stock Market |
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).
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. |
On October 28, 2020, XpresSpa Group, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the five proposals described below.
As of the record date for the Annual Meeting, there were 68,793,193 shares of common stock outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 38,733,351 (56.30% of the total outstanding) shares of common stock were represented in person or by proxy.
The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Item 1: Election of directors
| Name | For | Withheld | Broker Non-Votes |
| Douglas Satzman | 7,732,819 | 890,128 | 30,110,404 |
| Bruce T. Bernstein | 5,555,376 | 3,067,571 | 30,110,404 |
| Robert Weinstein | 7,473,874 | 1,149,073 | 30,110,404 |
| Donald E. Stout | 7,078,497 | 1,544,450 | 30,110,404 |
| Michael Lebowitz | 7,625,449 | 997,498 | 30,110,404 |
Item 2: Ratification of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020
| For | Against | Abstentions | Broker Non-Votes |
| 36,219,680 | 1,256,828 | 1,256,843 | — |
Item 3: Approval of the XpresSpa Group, Inc. 2020 Equity Incentive Plan
| For | Against | Abstentions | Broker Non-Votes |
| 6,474,877 | 1,935,237 | 212,833 | 30,110,404 |
Item 4: Approval, by an advisory vote, of the compensation of XpresSpa Group’s named executive officers
| For | Against | Abstentions | Broker Non-Votes |
| 5,941,410 | 2,423,782 | 257,755 | 30,110,404 |
Item 5: Adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve Items 2 through 4
| For | Votes Against | Abstentions | Broker Non-Votes |
| 32,516,884 | 5,137,489 | 1,078,978 | — |
| Item 9.01. | Financial Statements and Exhibits. |
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.
| | XpresSpa Group, Inc. |
| | | |
| Date: October 30, 2020 | By: | /s/ Douglas Satzman |
| | Name: | Douglas Satzman |
| | Title: | Chief Executive Officer |
