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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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| FORM 8-K | |
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CURRENT REPORT |
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PURSUANT TO SECTION 13 OR 15(d) OF |
THE SECURITIES EXCHANGE ACT OF 1934 |
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Date of Report (date of earliest event reported): May 9, 2019 |
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Qumu Corporation |
(Exact name of Registrant as Specified in its Charter) |
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| Minnesota | |
(State Or Other Jurisdiction Of Incorporation) |
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000-20728 | | 41-1577970 |
(Commission File Number) | | (I.R.S. Employer Identification No.) |
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510 1st Avenue North, Suite 305 | | |
Minneapolis, MN | | 55403 |
(Address Of Principal Executive Offices) | | (Zip Code) |
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| (612) 638-9100 | |
Registrant’s Telephone Number, Including Area Code |
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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:
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o | Written communications pursuant to Rule 425 under the Securities Act |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common stock, par value $0.01 | | QUMU | | The NASDAQ Stock Market LLC |
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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. o |
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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. o |
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Items under Sections 1 through 4 and 6 through 9 are not applicable and therefore omitted.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 9, 2019, Qumu Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). Of the 9,765,392 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting on the March 21, 2019 record date, 7,839,983 shares, or approximately 80.3%, were present at the Annual Meeting either in person or by proxy.
The following describes the matters considered by the Company’s shareholders at the Annual Meeting, as well as the results of the votes cast at the meeting:
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1. | To elect five (5) directors to serve until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified. |
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Nominee | | For | | Withhold | | Broker Non-Vote |
Vern Hanzlik | | 4,279,140 | | 752,296 | | 2,808,547 |
Robert F. Olson | | 4,280,840 | | 750,596 | | 2,808,547 |
Neil E. Cox | | 4,911,871 | | 119,565 | | 2,808,547 |
Daniel R. Fishback | | 4,280,140 | | 751,296 | | 2,808,547 |
Kenan Lucas | | 4,842,651 | | 188,785 | | 2,808,547 |
Thomas F. Madison was withdrawn as a nominee following his death on April 10, 2019, reducing the number of nominees for election at the Annual Meeting from six to the five stated above.
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2. | To approve, on a non-binding advisory basis, the compensation paid to our named executive officers. |
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For | | Against | | Abstain | | Broker Non-Vote |
4,231,669 | | 798,441 | | 1,326 | | 2,808,547 |
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3. | To ratify and approve the appointment of RSM US LLP as the independent registered public accounting firm for Qumu Corporation for the year ending December 31, 2019. |
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For | | Against | | Abstain | | Broker Non-Vote |
7,746,364 | | 68,494 | | 25,125 | | — |
As a result, each nominee was elected as a director of the Company and each other proposal was approved at the Annual Meeting.
Additionally, the Governance Committee recommended and the Board of Directors approved the composition of the standing committees of the Board of Directors to be as follows effective immediately following the election of directors at the Annual Meeting:
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Audit Committee Kenan Lucas, Chair Neil E. Cox Daniel R. Fishback | Compensation Committee Daniel R. Fishback, Chair Neil E. Cox Robert F. Olson | Governance Committee Neil E. Cox, Chair Kenan Lucas Robert F. Olson |
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, thereunto duly authorized.
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| QUMU CORPORATION |
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| By: | /s/ David G. Ristow |
| | David G. Ristow |
| | Chief Financial Officer |
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Date: May 14, 2019 | | |