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): December 12, 2014
One Horizon Group, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Delaware | | 000-10822 | | 46-3561419 |
| (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) | | (COMMISSION FILE NO.) | | (IRS EMPLOYEE IDENTIFICATION NO.) |
Weststrasse 1, Baar, Switzerland, CH6340
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
011 41 41 760 5820
(ISSUER TELEPHONE NUMBER)
Copies to:
Hunter Taubman Weiss LLP
130 w. 42nd Street, Suite 1050
New York, NY 10036
Tel: 212-732-7184
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5-Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders
On December 12, 2014, we held an annual shareholder meeting for the fiscal year ended December 31, 2013. A total of 17,400,293 shares were voted in person or by proxy, representing 52.85% of the 32,921,533 shares entitled to be voted as of the record date, October 14, 2014.
All of our directors were re-elected at the meeting pursuant to the following votes:
| Name of Directors | | Voted For (Shares) | | Withheld (Shares) |
| Brian Collins | | 17,185,010 | | 163 |
| Martin Ward | | 17,185,010 | | 163 |
| Nicholas Carpinello | | 17,185,010 | | 163 |
| Richard Vos | | 17,185,010 | | 163 |
| Robert Law | | 17,185,010 | | 163 |
| Robert Vogler | | 17,185,010 | | 163 |
The re-appointment of Peterson Sullivan LLP as our independent accountants to audit our financial statements as of December 31, 2014 and for the fiscal year then ending was approved and ratified pursuant to the following votes:
| Voted For (Shares) | | Voted Against (Shares) | | Abstain | | Broker Non-Votes |
| 17,399,792 | | 501 | | 0 | | 0 |
The 2013 compensation of the Company's executive officers has been approved pursuant to the following votes:
| Voted For (Shares) | | Voted Against (Shares) | | Abstain | | Broker Non-Votes |
| 17,034,011 | | 1,162 | | 150,000 | | 215,120 |
In addition, the recommended three-year frequency on the advisory say-on-pay votes has received a majority of the votes represented at the meeting as follows:
| 1 Year (Shares Voted) | | 2 Years (Shares Voted) | | 3 Years (Shares Voted) | | Abstain |
| 55,679 | | 25 | | 17,128,953 | | 516 |
There were also 215,120 broker non-votes, which have no impact on the routine proposals; brokers are not entitled to vote on non-routine matters.
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.
| | ONE HORIZON GROUP, INC. | |
| | | | |
| By: | /s/ Brian Collins | |
| | | Name: Brian Collins | |
| | | Title: Chief Executive Officer | |
| | | | |
