false 0001546296 0001546296 2024-06-10 2024-06-10
 
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 10, 2024
 
PROFESSIONAL DIVERSITY NETWORK, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-35824
  
80-0900177
(State or other jurisdiction
  
(Commission
  
(I.R.S. Employer
of incorporation)
  
File Number)
  
Identification No.)
 
55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603
(Address of principal executive offices)  
 
Registrant’s telephone number, including area code: (312) 614-0950
 
N/A
(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 (see General Instruction A.2. below):
 
☐
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $.01 par value
  
IPDN
  
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. ☐
 
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders
 
On June 10, 2024, Professional Diversity Network, Inc., a Delaware corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 7,857,865‎ shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2024, are as follows:
 
Proposal 1: The Company’s stockholders elected the following five nominees as directors, to serve until the next annual meeting of stockholders of the Company and until their respective successors are duly elected and qualified, by the following vote:
 
Name
  
For
    
Withheld
    
Broker Non-Votes
  
Michael Belsky
   1,692,500     3,925,749     2,239,616  
Chris Renn
   5,591,343     26,906     2,239,616  
Courtney Shea
   1,708,480     3,909,769     2,239,616  
Ge Yi
   5,612,820     5,429     2,239,616  
Hao (Howard) Zhang
   5,606,546     11,703     2,239,616  
 
Proposal 2: The Company’s stockholders voted to ratify the appointment of Sassetti, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 by the following vote:
 
For
    
Against
    
Abstentions
  
7,822,411     27,477     7,977  
 
Proposal 3: The Company’s stockholders voted to ratify, on a non-binding basis, the compensation of our named executive officers by the following vote:
 
For
    
Against
    
Abstentions
    
Broker Non-Votes
  
5,614,696     3,157     396     2,239,616  
 
 
Proposal 4: The Company’s stockholders voted to recommend, on a non-binding basis, the frequency of future advisory votes on the compensation of our named executive officers (the “Say on Frequency” vote) by the following vote:
 
1 year
    
2 years
    
3 years
    
Abstentions
  
5,294,927     1,455     320,971     896  
 
In light of the outcome of the Say on Frequency vote (Proposal 4), the Board of Directors has determined to hold future advisory votes on the compensation of our named executive officers on an annual basis until the next required Say on Frequency vote.
 
 
 
 
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.
 
 
Professional Diversity Network, Inc.
   
Date: June 12, 2024
/s/ Adam He
 
Adam He, Chief Executive Officer
 
 
 
v3.24.1.1.u2
Document And Entity Information
Jun. 10, 2024
Document Information [Line Items]  
Entity, Registrant Name PROFESSIONAL DIVERSITY NETWORK, INC.
Document, Type 8-K
Document, Period End Date Jun. 10, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-35824
Entity, Tax Identification Number 80-0900177
Entity, Address, Address Line One 55 E. Monroe Street, Suite 2120
Entity, Address, City or Town Chicago
Entity, Address, State or Province IL
Entity, Address, Postal Zip Code 60603
City Area Code 312
Local Phone Number 614-0950
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol IPDN
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001546296
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