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): April 5, 2022
IDW Media Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-34355 | | 26-4831346 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
520 Broad Street Newark, New Jersey | | 07102 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 973-438-3385
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 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Class B common stock, par value $0.01 per share | | IDW | | NYSE American |
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 1.01 Entry into a Material Definitive Agreement
On April 5, 2022, IDW Media Holdings, Inc. (the “Company”) entered into an employment agreement with Howard S. Jonas (who serves as the Company’s Chairman of the Board, which is not an executive officer position) (the “Employment Agreement”), which provides, among other things, the following: (i) an annual base salary of $400,000 for a term of five years (the “Initial Term”) payable through the issuance of 1,104,972 restricted shares of the Company’s Class B common stock to be issued on entering into the Employment Agreement with the value of the shares based upon the closing price of the Class B Stock on the NYSE American on April 4, 2022, the trading day immediately preceding the issuance equal to $2 million representing Mr. Jonas’ base salary for the entire Initial Term; (ii) such shares shall vest, contingent on Mr. Jonas’ remaining in continuous service to the Company, in substantially equal amounts on April 5, 2023, April 5, 2024, April 5, 2025, April 5, 2026 and April 5, 2027; (iii) if Mr. Jonas’ employment is terminated without cause (as such term is defined the Employment Agreement), resigns for good reason (as such term is defined the Employment Agreement) or upon Mr. Jonas’s death or disability (as such term is defined in the Employment Agreement) and upon other conditions set forth in the Employment Agreement, Mr. Jonas will be entitled to (1) severance in the amount equal to twelve (12) months of any cash portion of his base salary; and (2) any restrictions with respect to any equity grants shall lapse, and any unvested equity grants in the Company or its subsidiaries shall vest.
The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.11 to this report and is incorporated herein by reference.
Item 5.07 Submission of Maters to a Vote of Security Holders.
| (a) | The Company’s Annual Meeting of Stockholders was held on April 5, 2022 (the “Meeting”). |
| (b) | (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company. |
The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
| Nominee | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Vote | | | % Votes For | |
| Sanford R. Climan | | | 2,193,483 | | | | 1,705 | | | | 80,174 | | | | 194,081 | | | | 88.83 | |
| Perry Davis | | | 2,183,542 | | | | 11,746 | | | | 80,075 | | | | 194,081 | | | | 88.42 | |
| Allan I. Grafman | | | 2,194,047 | | | | 1,242 | | | | 80,073 | | | | 194,081 | | | | 88.85 | |
| Amy Jonas | | | 2,193,582 | | | | 1,756 | | | | 80,023 | | | | 194,081 | | | | 88.83 | |
| Howard S. Jonas | | | 2,192,782 | | | | 2,557 | | | | 80,020 | | | | 194,084 | | | | 88.80 | |
| Irwin Katsof | | | 2,183,537 | | | | 11,750 | | | | 80,075 | | | | 194,081 | | | | 88.42 | |
| Christopher McGurk | | | 2,182,655 | | | | 12,633 | | | | 80,074 | | | | 194,081 | | | | 88.39 | |
| (2) | A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company’s 2019 Stock Option and Incentive Plan that increased the number of shares of the Company’s Class B Common Stock available for the grant of awards thereunder by 1,850,000 shares. |
The number of votes cast with respect to this matter was as follows:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Vote | | % Votes For |
| 2,185,617 | | 87,054 | | 2,691 | | 194,081 | | 88.60 |
| (3) | A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of Zwick CPA, PLLC (formerly known as Zwick & Banyai, PLLC) as the Company’s independent registered public accounting firm for the Fiscal Year ending October 31, 2022. |
The number of votes cast with respect to this matter was as follows:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Vote | | % Votes For |
| 2,467,687 | | 1,325 | | 431 | | 0 | | 99.93 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
| | IDW MEDIA HOLDINGS, INC. |
| | | |
| | By: | /s/ Ezra Y. Rosensaft |
| | Name: | Ezra Y. Rosensaft |
| | Title: | Chief Executive Officer |
Dated: April 11, 2022
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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