SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 22, 2021
|CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.|
|(Exact Name of Registrant as Specified in Charter)|
(State or Other Jurisdiction
|132 E. Putnam Avenue, Floor 2W, Cos Cob, CT||06807|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (855) 398-0443
|(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).
Emerging growth company x
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading symbol(s)||Name of each exchange on which registered|
|Class A Common Stock, $0.0001 par value per share||CSSE||The Nasdaq Stock Market LLC|
|9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.0001 par value per share||CSSEP||The Nasdaq Stock Market LLC|
|9.50% Notes due 2025||CSSEN||The Nasdaq Stock Market LLC|
|Item 5.07.||Submission of Matters to a Vote of Security Holders|
On June 22, 2021, Chicken Soup for the Soul Entertainment Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered four proposals: (i) the election of eight directors; (ii) the approval of an amendment to the Company’s 2017 Equity Incentive Plan; (iii) the approval of the Company’s 2021 Employee Stock Purchase Plan; and (iv) the ratification of the appointment of Rosenfield and Company, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. An aggregate of 6,329,531 shares of the Company’s Class A common stock and 7,654,506 shares of the Company’s Class B common stock, which represents a quorum of the voting power of the Class A common stock and Class B common stock, voting together as a single class, entitled to vote on the record date of May 13, 2021, were represented at the Annual Meeting in person (which includes presence at the virtual meeting) or by proxy.
The results of the matters voted upon at the Annual Meeting are set forth below:
Proposal No. 1 – Election of Directors.
The election of each director nominee was approved, as follows:
|Name||For||Authority Withheld||Broker Non-Votes|
|William J. Rouhana, Jr.||78,238,898||1,183,282||968,471|
|Amy L. Newmark||78,216,555||1,205,625||968,471|
|Fred M. Cohen||78,215,033||1,207,147||968,471|
|Christina Weiss Lurie||78,230,576||1,191,604||968,471|
Proposal No. 2 – Amendment of the 2017 Equity Incentive Plan.
The amendment to the 2017 Equity Incentive Plan to increase the total number of shares of the Company’s Class A common stock available thereunder by an additional 1,250,000 shares, from 1,250,000 shares to 2,500,000 shares was approved, as follows:
Proposal No. 2 – Approval of the 2021 Employee Stock Purchase Plan.
The 2021 Employee Stock Purchase Plan, which provides for employees and other service providers of the Company and its parent companies, subsidiaries and affiliates to purchase shares of the Company’s Class A common stock, was approved, as follows:
Proposal No. 4 – Ratification of the Appointment of Rosenfield and Company, PLLC.
The ratification of the appointment of Rosenfield and Company, PLLC was approved, as follows:
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 24, 2021||CHICKEN SOUP FOR THE SOUL|
|By:||/s/ William J. Rouhana, Jr.|
|William J. Rouhana, Jr.|
|Chairman and Chief Executive Officer|