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 27, 2017
RETAILMENOT, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36005 | | 26-0159761 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S Employer Identification No.) |
301 Congress Avenue, Suite 700
Austin, Texas 78701
(Address of principal executive offices, including zip code)
(512) 777-2970
(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 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)) |
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).
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.
RetailMeNot, Inc. held its 2017 annual meeting of stockholders on April 27, 2017. The matters voted upon at the meeting and the results of those votes were as follows:
Proposal 1: Election of Class I Directors
| | | | | | | | | | | | | | | | |
| | | Votes For | | | Votes
Withheld | | | Broker
Non-Votes | | | Applicable
Percentages | |
C. Thomas Ball | | | 33,829,064 | | | | 1,483,950 | | | | 6,337,889 | | | | 95.8% FOR | |
Eric A. Korman | | | 34,485,578 | | | | 827,436 | | | | 6,337,889 | | | | 97.7% FOR | |
Proposal 2: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2017
| | | | | | |
Votes For | | Votes
Against | | Votes
Abstaining | | Applicable Percentage |
41,568,918 | | 58,366 | | 23,619 | | 99.8% FOR |
Proposal 3: Advisory vote to approve the compensation of named executive officers
| | | | | | | | |
Votes For | | Votes
Against | | Votes
Abstaining | | Broker Non-Votes | | Applicable Percentage |
35,177,794 | | 131,229 | | 3,991 | | 6,337,889 | | 99.6% FOR |
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.
| | | | | | |
| | | | | | RETAILMENOT, INC. |
| | | |
| Date: April 27, 2017 | | | | | | /s/ Jonathan B. Kaplan |
| | | | | | Jonathan B. Kaplan |
| | | | | | Chief Legal Officer, General Counsel and Secretary |
