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): May 27, 2015
4Licensing Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 0-7843 | 13-2691380 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
767 Third Avenue, 17th Floor, New York, New York 10017
(Address of principal executive offices, including zip code)
(212) 758-7666
(Registrant’s telephone number, including area code)
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:
| ☐ | 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. |
On May 27, 2015, 4Licensing Corporation (the “Company”) held its 2015 annual meeting of shareholders (the “2015 Annual Meeting”). At the 2015 Annual Meeting, the matters voted upon, including the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, as applicable, were as follows:
Proposal 1: Of the three Company nominees for director listed in the Company’s 2015 proxy statement, two were elected to the Board of Directors of the Company and one was not elected:
| | Shares Voted “FOR” | Shares Voted “AGAINST” | Shares “ABSTAINING” | Broker Non-Votes | Votes Withheld |
| Duminda M. DeSilva | 2,894,917 | 3,182,865 | - | 6,752,969 | 1,308,616 |
| Kenneth H. Klopp | 7,287,098 | 95,022 | - | 6,752,969 | 4,278 |
| Bruce R. Foster | 4,086,783 | 3,189,170 | - | 6,752,969 | 110,445 |
Proposal 2: The appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 was ratified by the following votes:
Shares Voted “FOR” | Shares Voted “AGAINST” | Shares “ABSTAINING” |
| 10,998,120 | 2,641,468 | 499,779 |
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.
| | 4Licensing Corporation |
| | |
| Date: June 1, 2015 | By: | /s/ Bruce R. Foster |
| | | Bruce R. Foster |
| | | Chief Executive Officer, |
| | | Executive Vice President and |
| | | Chief Financial Officer |
