UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2015
Commission File Number: 001-36368
KING DIGITAL ENTERTAINMENT PLC
(Exact Name of Registrant as Specified in Its Charter)
King Digital Entertainment plc
6th Floor, 2 Grand Canal Square
Dublin 2, Ireland
+44 (0) 20 3451 5464
(Address of principal executive offices)
King.com Inc.
188 King Street, Unit 302
San Francisco, CA 94107
(415) 777-8204
(Address of agent for service)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
| 1. | RESULTS OF THE 2015 ANNUAL GENERAL MEETING OF KING DIGITAL ENTERTAINMENT PLC |
On September 28, 2015, King Digital Entertainment plc (“King”) held its annual general meeting of shareholders (the “Annual Meeting”) to consider and vote on the 11 proposals set forth below, each of which is described in greater detail in the Notice of Annual General Meeting furnished to the U.S. Securities and Exchange Commission on August 28, 2015 as an exhibit to Form 6-K. The final voting results are set forth below.
Proposal 1: To Receive and Consider King’s Financial Statements for the Year Ended December 31, 2014
The shareholders received and considered King’s financial statements for the year ended December 31, 2014. The results of such vote were as follows:
Votes For | Votes Against | Abstentions | Percentage Votes in | |||
| 286,877,099 | 29,691 | 365,508 | 99.99% |
Proposal 2: To Authorize King’s Board to Determine the Compensation of King’s Auditors
The shareholders authorized King’s Board of Directors (the “Board”) to determine the compensation of King’s auditors, PricewaterhouseCoopers LLP. The results of such vote were as follows:
Vote For | Votes Against | Abstentions | Percentage Votes in | |||
| 286,708,032 | 542,770 | 21,496 | 99.81% |
Proposal 3: To re-elect Riccardo Zacconi as a director of King following his automatic retirement by rotation.
The shareholders re-elected Riccardo Zacconi as a director of King following his automatic retirement by rotation. The results of such vote were as follows:
Votes For | Votes Against | Abstentions | Percentage Votes in | |||
| 286,358,713 | 617,745 | 295,840 | 99.78% |
Proposal 4: To re-elect Robert S. Cohn as a director of King following his automatic retirement by rotation.
The shareholders re-elected Robert S. Cohn as a director of King following his automatic retirement by rotation. The results of such vote were as follows:
Votes For | Votes Against | Abstentions | Percentage Votes in | |||
| 250,934,425 | 418,600 | 35,919,273 | 99.83% |
Proposal 5: To authorize the amendment of King’s Memorandum of Association
The shareholders authorized the amendment of King’s Memorandum of Association. The results of such vote were as follows:
Vote For | Votes Against | Abstentions | Percentage Votes in | |||
| 286,908,292 | 57,838 | 306,168 | 99.98% |
Proposal 6: To authorize the adoption of King’s new Articles of Association
The shareholders authorized the adoption of King’s new Articles of Association. The results of such vote were as follows:
Votes For | Votes Against | Abstentions | Percentage Votes in | |||
| 286,893,733 | 69,542 | 309,023 | 99.98% |
Proposal 7: To Authorize King to Purchase King Shares
The shareholders authorized King, or any subsidiary of King, to make purchases of any of King’s ordinary shares (“shares”). The results of such vote were as follows:
Votes For | Votes Against | Abstentions | Percentage Votes in | |||
| 270,345,298 | 15,367,167 | 1,559,833 | 94.62% |
Proposal 8: To Approve the Re-Issue Price Range for King’s Treasury Shares
The shareholders approved the re-issue price range at which treasury shares held by King may be issued off-market. The results of such vote were as follows:
Vote For | Votes Against | Abstentions | Percentage Votes in | |||
| 270,221,660 | 15,548,306 | 1,502,332 | 94.56% |
Proposal 9: Bellaria Waiver
The shareholders approved an increase in the percentage of King shares held by Bellaria Holding S.à r.l. (“Bellaria”) (a company incorporated in Luxembourg by funds managed by Apax Partners) as a result of King’s repurchase or redemption of shares on the basis that Bellaria will not be obliged to make an offer to all King’s shareholders under the Irish Takeover Rules. The results of such vote were as follows:
Votes For | Votes Against | Abstentions | Percentage Votes in | |||
| 137,342,333 | 7,462,105 | 1,505,293 | 94.85% |
Proposal 10: Bellaria/Board Concert Party Waiver
The shareholders approved an increase in the percentage of King shares held by the Bellaria/Board Concert Party as a result of (i) King’s repurchase or redemption of shares and/or (ii) the exercise of options by certain King directors, on the basis that no member of the Bellaria/Board Concert Party will be obliged to make an offer to all of King’s shareholders under the Irish Takeover Rules. The results of such vote were as follows:
Vote For | Votes Against | Abstentions | Percentage Votes in | |||
| 82,794,806 | 7,467,593 | 1,508,229 | 91.73% |
Proposal 11: Section 238 Approval
The shareholders approved King’s acquisition or redemption of shares held by or on behalf of any director or person connected with a director. The results of such vote were as follows:
Votes For | Votes Against | Abstentions | Percentage Votes in | |||
| 270,538,259 | 14,859,501 | 1,874,538 | 94.79% |
| 2. | KING DIGITAL ENTERTAINMENT PLC’S MEMORANDUM AND ARTICLES OF ASSOCIATION |
King’s Memorandum of Association (as amended on September 28, 2015 pursuant to Proposal 5 that passed at the Annual Meeting) and Articles of Association (as adopted on September 28, 2015 pursuant to Proposal 6 that passed at the Annual Meeting) are attached to this Form 6-K as Exhibit 99.1.
EXHIBIT INDEX
Exhibit No. | Description | |
| 99.1 | King’s Memorandum of Association (as amended on September 28, 2015) and Articles of Association (as adopted on September 28, 2015) | |
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, thereunto duly authorized.
| KING DIGITAL ENTERTAINMENT PLC | ||||||
| Date: September 29, 2015 | By: | /s/ Robert Miller | ||||
| Name: | Robert Miller | |||||
| Title: | Chief Legal Officer and Corporate Secretary | |||||
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