Document


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 28, 2019

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Remark Holdings, Inc.

Delaware
 
001-33720
 
33-1135689
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
3960 Howard Hughes Parkway, Suite 900
Las Vegas, NV
 
89169
 
702-701-9514
(Address of principal executive offices)
 
(Zip Code)
 
(Registrant’s telephone number, including area code)
 
 
 
 
 
 
(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, $0.001 par value per share
 
MARK
 
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 28, 2019, we held our 2019 annual meeting of stockholders (the “2019 Annual Meeting”). At the 2019 Annual Meeting, we submitted the following matters to a vote of our stockholders:

the election of five directors to serve until our 2020 annual meeting of stockholders and until their successors are duly elected and qualified;

a proposal to ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;

a non-binding, advisory resolution to approve the compensation of our named executive officers (the “Say-on-Pay Resolution”); and

a non-binding, advisory resolution regarding the frequency of voting on non-binding, advisory resolutions to approve the compensation of our named executive officers (the “Say-on-Pay Frequency Resolution”)


As of May 10, 2019, the record date of the 2019 Annual Meeting, 43,005,159 shares of our common stock were outstanding and eligible to vote.

Our stockholders, by the requisite vote, approved the election of each director nominee, the ratification of the appointment of Cherry Bekaert LLP, the Say-on-Pay Resolution and an advisory resolution to hold non-binding, advisory votes on the compensation of our named executive officers every three years. The tables below present the number of votes for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each such nominee for director, as applicable.

 
 
For
 
Withheld
 
Broker Non-Votes
Director nominees
 
 
 
 
 
 
Theodore P. Botts
 
14,089,450

 
1,554,274

 
15,946,822

Brett Ratner
 
13,525,174

 
2,118,550

 
15,946,822

Daniel Stein
 
14,010,273

 
1,633,451

 
15,946,822

Kai-Shing Tao
 
14,086,911

 
1,556,813

 
15,946,822

Elizabeth Xu
 
14,049,557

 
1,594,167

 
15,946,822


 
For
 
Against
 
Abstain
 
Broker Non-Votes
Ratification of the appointment of Cherry Bekaert LLP
29,883,372

 
1,619,379

 
87,795

 
N/A

Approval of Say-on-Pay Resolution
11,981,605

 
3,648,117

 
14,002

 
15,946,822


 
1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker Non-Votes
Results of Say-on-Pay Frequency Resolution
3,914,169

 
27,255

 
11,699,565

 
2,735

 
15,946,822









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 hereunto duly authorized.

    
 
 
 
 
Remark Holdings, Inc.
 
 
 
 
 
Date:
July 3, 2019
 
By:
/s/ Alison Davidson
 
 
 
Name:
Alison Davidson
 
 
 
Title:
Interim Chief Financial Officer