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): June 9, 2016
LEGACY EDUCATION ALLIANCE, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 333-184897 | | 39-2079974 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| 1612 E. Cape Coral Parkway, Cape Coral, Florida 33904 |
| (Address of principal executive offices) (Zip Code) |
| |
| Registrant’s telephone number, including area code: (239) 542-0643 |
| |
| |
| (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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
Three proposals described fully in the 2016 Proxy Statement of Legacy Education Alliance, Inc. (the “Company”), were presented for approval at the Company’s 2016 Annual Meeting of Shareholders (the “Annual Meeting”) held on June 9, 2016. As of the record date, 21,845,927 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 19,011,709 shares of common stock were represented in person or by proxy; therefore, a quorum was present.
The shareholders of the Company voted on the following three matters:
Proposal 1: Election of Directors
There were four directors standing for election at the Annual Meeting. The following persons were nominated and elected to serve as directors of the Company until the 2017 Annual Meeting of Shareholders: James K. Bass, Peter W. Harper, Anthony C. Humpage and Cary Sucoff. The voting results for each nominee were as follows:
| Director | | For | | | Withheld | | | Broker Non-Votes | |
| James K. Bass | | | 16,752,779 | | | | 155,088 | | | | 2,103,842 | |
| Peter Harper | | | 16,902,867 | | | | 5,000 | | | | 2,103,842 | |
| Anthony C. Humpage | | | 16,755,979 | | | | 151,888 | | | | 2,103,842 | |
| Cary Sucoff | | | 16,906,767 | | | | 1,100 | | | | 2,103,842 | |
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of MaloneBailey, LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending December 31, 2016, as disclosed in the 2016 Proxy Statement, received the following votes:
| For | | Against | | Abstentions | | Broker Non-Votes |
| 18,988,144 | | 23,565 | | 0 | | 0 |
Proposal 3: Advisory Vote to Approve Executive Compensation
The proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the 2016 Proxy Statement, received the following votes:
| For | | Against | | Abstentions | | Broker Non-Votes |
| 16,742,179 | | 15,600 | | 150,088 | | 2,103,842 |
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.
Dated: June 13, 2016
| | LEGACY EDUCATION ALLIANCE, INC. |
| | | |
| | By: | /s/ Anthony C. Humpage |
| | | Name: Anthony C. Humpage |
| | | Title: CEO |
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