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 16, 2023
ACACIA RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-37721 | 95-4405754 |
(State or other jurisdiction of
incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| | | | | |
| 767 Third Avenue, | |
| 6th Floor | |
| New York, | |
| NY | 10017
|
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (949) 480-8300
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 (17 CFR 230.425) |
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| 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)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 $0.001 per share | ACTG | The Nasdaq Stock Market, LLC |
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
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.
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 16, 2023, Acacia Research Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast at www.virtualshareholdermeeting.com/ACTG2023. As of March 20, 2023, the record date for the Annual Meeting, there were 58,560,031 shares of the Company’s common stock (the “Common Stock”), issued, outstanding and entitled to vote, and 350,000 shares of the Company’s Series A Convertible Preferred Stock (“Preferred Shares”) issued, outstanding and entitled to 9,589,042 votes.
At the Annual Meeting, 47,369,240 shares of the Common Stock and 350,000 Preferred Shares were present virtually or represented by proxy, constituting a quorum for the conduct of business at the Annual Meeting.
Set forth below are brief descriptions of the proposals voted upon at the Annual Meeting, and the final results of the stockholder vote on each proposal, as certified by Broadridge Financial Solutions Inspector of Election Services, the inspector of election for the Annual Meeting. These proposals are described in more detail in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 17, 2023.
Proposal No. 1: To elect six directors to serve on the Company’s Board of Directors until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
| | | | | | | | | | | | | | |
| Directors | For | Against | Abstain | Broker
Non-Votes |
| Gavin Molinelli | 46,483,100 | 790,095 | 12,825 | 9,322,262 |
| Isaac T. Kohlberg | 45,582,007 | 1,694,410 | 9,603 | 9,322,262 |
| Maureen O’Connell | 46,042,948 | 1,233,470 | 9,602 | 9,322,262 |
| Geoff Ribar | 46,018,331 | 1,254,864 | 12,825 | 9,322,262 |
| Jonathan Sagal | 46,179,591 | 1,096,676 | 9,753 | 9,322,262 |
| Katharine Wolanyk | 43,429,688 | 3,843,646 | 12,686 | 9,322,262 |
Proposal No. 2: To ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
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| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 56,439,305 | 158,846 | 10,131 | |
Proposal No. 3: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
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| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 45,156,929 | 1,293,860 | 835,231 | 9,322,262 |
Proposal No. 4: To approve, on a non-binding, advisory vote, the frequency of future advisory votes on the compensation of the Company’s named executive officers.
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| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| 44,147,236 | 17,395 | 2,194,380 | 927,009 | 9,322,262 |
Proposal No. 5: To approve the vote to amend the Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) to remove the Maximum Percentage limitation, as defined in the Certificate of Designation.
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| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 46,582,135 | 626,642 | 77,243 | 9,322,262 |
No other matters were presented for consideration or stockholder action at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: May 22, 2023 | |
| ACACIA RESEARCH CORPORATION |
| |
| By: | /s/ Jason Soncini |
| Name: | Jason Soncini |
| Title: | General Counsel |
