Current Report Filing (8-k)
11 September 2013 - 10:42PM
Edgar (US Regulatory)
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
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Date of Report (Date of Earliest Event Reported):
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September 9, 2013
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Circle Entertainment Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-33902
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36-4612924
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_____________________
(State or other jurisdiction
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_____________
(Commission
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______________
(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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70 East 55th Street, New York, New York
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10022
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_________________________________
(Address of principal executive offices)
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___________
(Zip Code)
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Registrants telephone number, including area code:
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212-796-8174
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Not Applicable
______________________________________________
Former name or former address, if changed since last report
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))
On September 9, 2013, Circle Entertainment Inc. (the Registrant) held its 2013 Annual
Meeting of Stockholders at which the stockholders (i) elected six (6) directors to serve on the
Registrants Board of Directors until the next annual meeting of stockholders and until their
respective successors are duly elected and qualified; (ii) ratified the appointment of L.L.
Bradford & Company, LLC as the Registrants independent registered public accounting firm for the
fiscal year ending December 31, 2013; (iii) approved on an advisory basis the compensation of the
Registrants named executive officers; and (iv) approved on an advisory basis the frequency option
of every three years for future advisory votes to approve named executive officer compensation.
The final stockholder voting results for these matters are as follows:
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1. |
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Election of Directors1: |
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For |
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Against |
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Abstain |
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Broker Non-Votes* |
Paul C. Kanavos |
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61,938,664 |
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0 |
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0 |
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35,430,802 |
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David M. Ledy |
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61,938,664 |
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0 |
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0 |
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35,430,802 |
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Michael J. Meyer |
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61,938,664 |
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0 |
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0 |
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35,430,802 |
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Andrew Perel |
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61,938,664 |
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0 |
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0 |
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35,430,802 |
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Robert F.X. Sillerman |
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61,938,664 |
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0 |
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0 |
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35,430,802 |
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Harvey Silverman |
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61,938,664 |
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0 |
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0 |
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35,430,802 |
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2. |
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Ratification of the appointment of L.L. Bradford & Company, LLC as the Registrants
independent registered public accounting firm for the fiscal year ending December 31, 2013: |
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For |
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Against |
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Abstain |
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Broker Non-Votes* |
61,938,664
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0 |
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0 |
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35,430,802 |
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1 |
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In addition, the holder of the one outstanding
share of the Registrants Non-Voting Designated Preferred Stock, voting as a
separate class, re-elected Bryan E. Bloom, as the seventh director of the
Registrants Board of Directors. |
1
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3. |
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Approval on an advisory basis of the compensation of the Registrants named executive
officers: |
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For |
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Against |
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Abstain |
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Broker Non-Votes* |
61,938,664
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0 |
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0 |
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35,430,802 |
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4. |
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Approval on an advisory basis of the frequency option of every three years for future
advisory votes to approve named executive officer compensation: |
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One Year |
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Every Other Year |
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Every Three Years |
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Abstain |
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Broker Non-Votes* |
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61,938,664 |
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0 |
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35,430,802 |
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*Estimate
In light of the foregoing voting results with respect to the frequency for future advisory
votes to approve the compensation of the Registrants named executive officers, the Registrants
Board of Directors has adopted a policy to hold future stockholder advisory votes to approve the
compensation of its named executive officers every three years.
These matters were voted upon by the holders of the Registrants common stock, the holders of the
Registrants Series A Convertible Preferred Stock (on an as-converted into common stock basis) and
the holders of the Registrants Series B Convertible Preferred Stock (on an as-converted into
common stock basis), all voting together as a single class.
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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.
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Circle Entertainment Inc.
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September 11, 2013
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By:
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Mitchell J. Nelson
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Name: Mitchell J. Nelson
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Title: Senior Vice President
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