Current Report Filing (8-k)
January 07 2016 - 6:03AM
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
Date
of Report (Date of earliest event reported) December 31, 2015
MGT
Capital Investments, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
0-26886 |
|
13-4148725 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
500
Mamaroneck Avenue, Suite 320, Harrison, NY 10528
(Address
of principal executive offices, including zip code)
(914)
630-7430
(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
An
annual meeting (the “Meeting”) of the shareholders of MGT Capital Investments, Inc. (the “Company”) was
held on December 31, 2015. As of November 9, 2015, the record date for the Meeting, there were entitled to vote (i) 17,199,665
shares of common stock and (ii) 10,451 shares of Series A Preferred Stock, which shares have the right to vote on all matters
to be presented to the shareholders on a one-for-one basis. The Company filed its definitive proxy statement for the proposals
voted upon at the Meeting (the “Proxy Statement”) with the U.S. Securities and Exchange Commission on November 19,
2015.
At
the Meeting, the shareholders voted on the following five proposals and cast their votes as follows:
(1) To reelect the four directors named in the Proxy Statement as directors to serve until the next annual meeting or until their successors are duly elected, appointed and qualified.
All director
nominees were re-elected and the votes cast were as follows:
Director | |
For
| | |
Withheld | | |
Broker
non-votes | |
H. Robert Holmes | |
| 6,359,589 | | |
| 451,043 | | |
| 6,667,772 | |
Robert B. Ladd | |
| 6,453,105 | | |
| 357,527 | | |
| 6,667,772 | |
Michael Onghai | |
| 6,338,103 | | |
| 472,529 | | |
| 6,667,772 | |
Joshua Silverman | |
| 6,196,472 | | |
| 614,160 | | |
| 6,667,772 | |
(2)
To approve an amendment to the Company’s 2012 Stock Incentive Plan (the “Plan”) to increase the amount of shares
of common stock that may be issued under the Plan to 3,000,000 shares from 1,335,000 shares, an increase of 1,665,000 shares.
An
amendment to the Plan to increase the amount of shares of common stock that may be issued under the Plan to 3,000,000 shares from
1,335,000 shares, an increase of 1,665,000 shares, was approved and the votes were cast as follows:
For | | |
Against | | |
Abstain | | |
Broker non-votes | |
5,681,239 | | |
| 1,122,625 | | |
| 5,315 | | |
| 6,667,762 | |
(3)
To ratify the appointment of Marcum LLP as the Company’s independent registered certified public accounting firm for the
fiscal year ending December 31, 2015.
The appointment
of Marcum LLP as the Company’s Independent Registered Public Accountant for the fiscal year ending December 31, 2015 was
ratified and the votes were cast as follows:
For | | |
Against | | |
Abstain | |
| 13,121,541 | | |
| 314,494 | | |
| 42,369 | |
(4)
To authorize the Board, without further action of the stockholders, to amend the Company’s Certificate of Incorporation
to implement a reverse stock split of its capital stock, at a ratio within the range of 1-for-8 to 1-for-40 at any time following
the Meeting and prior to the 2016 Annual Meeting.
The
shareholders authorized the Board to, without further action of the shareholders, amend the Company’s Certificate of Incorporation
to implement a reverse stock split of its capital stock, at a ratio within the range of 1-for-8 to 1-for-40 at any time following
the Meeting and prior to the 2016 Annual Meeting. The votes cast were as follows:
For | | |
Against | | |
Abstain | |
| 11,090,060 | | |
| 2,367,692 | | |
| 20,649 | |
(5)
To approve the potential issuance of up to 5,560,000 shares of common stock upon the exercise of warrants issued to investors
in a financing consummated on October 8, 2015 (the “Financing”), in excess of 19.99% of the number of shares of Common
Stock that were issued and outstanding immediately prior to the Financing.
The
shareholders approved the potential issuance of up to 5,560,000 shares of common stock upon the exercise of warrants issued to
investors in the Financing, in excess of 19.99% of the number of shares of Common Stock that were issued and outstanding immediately
prior to the Financing. The votes cast were as follows:
For | | |
Against | | |
Abstain | | |
Broker non-votes | |
3,434,042 | | |
| 532,654 | | |
| 42,483 | | |
| 6,667,772 | |
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 thereunto duly authorized.
Dated:
January 6, 2016
|
MGT
Capital Investments, Inc. |
|
|
|
|
By:
|
/s/
Robert B. Ladd |
|
Name:
|
Robert
B. Ladd |
|
Title: |
President
and Chief Executive Officer |
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