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 5, 2015
| NTN BUZZTIME, INC. |
| (Exact name of registrant as specified in its charter) |
| |
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
| | | |
| 001-11460 | | 31-1103425 |
| Commission File Number | | (IRS Employer Identification No.) |
| | | |
2231 Rutherford Road, Suite 200 Carlsbad, California | | 92008 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(760) 438-7400
(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
At the 2015 annual meeting of stockholders held on June 5, 2015, the Company’s stockholders considered and voted upon the following proposals:
| 1. | To elect six (6) directors to hold office until the 2016 annual meeting of stockholders and until their respective successors are duly elected and qualified; |
| 2. | To approve the NTN Buzztime, Inc. Amended 2010 Performance Incentive Plan; and |
| 3. | To ratify the appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2015. |
The number of shares of common stock issued, outstanding and eligible to vote at the 2015 annual meeting as of the record date of April 8, 2015 was 92,380,970. The final voting results on each of the matters presented to the stockholders are as follows:
| 1. | Election of Directors:The six (6) individuals below were elected as directors until the 2016 annual meeting of stockholders and until their respective successors are duly elected and qualified. |
Name | | For | | Withheld | | Broker Non-Votes |
| Jeff Berg | | 42,496,286 | | 1,813,990 | | 29,534,357 |
| Mary Beth Lewis | | 34,727,437 | | 9,582,839 | | 29,534,357 |
| Steve Mitgang | | 34,736,568 | | 9,573,708 | | 29,534,357 |
| Tony Uphoff | | 41,592,418 | | 2,717,858 | | 29,534,357 |
| Paul Yanover | | 43,164,635 | | 1,145,641 | | 29,534,357 |
| Ram Krishnan | | 43,164,935 | | 1,145,341 | | 29,534,357 |
| 2. | Approval of the NTN Buzztime, Inc. Amended 2010 Performance Incentive Plan: The NTN Buzztime, Inc. Amended 2010 Performance Incentive Plan was approved. |
| | For | | Against | | Abstain | | Broker Non-Votes |
| | 35,476,759 | | 1,932,798 | | 6,900,719 | | 29,534,357 |
| 3. | Ratification of Squar, Milner, Peterson, Miranda & Williamson, LLPas the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015:The appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 was ratified. |
| | For | | Against | | Abstain |
| | 72,084,939 | | 1,598,906 | | 160,788 |
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.
| | NTN BUZZTIME, INC. |
| | | |
| Dated: June 8, 2015 | By: | /s/ Allen Wolff |
| | | Allen Wolff Chief Financial Officer |
