CNVS 8-K
Cineverse Corp. (CNVS)
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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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 20, 2025, Cineverse Corp. (the "Company") amended its 2017 Equity Incentive Plan (the "Plan Amendment") to increase the number of shares authorized for issuance thereunder from 2,504,913 to 3,504,913.
The foregoing description of the Plan Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual Meeting of Stockholders of the Company held on November 20, 2025 (the “Annual Meeting”), the stockholders of the Company voted on five proposals. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation of proxies in opposition to management’s nominees as listed in the proxy statement and all of management’s nominees were elected to our Board of Directors.
(b) Details of the voting are provided below:
Proposal 1:
To elect four (4) members of the Company’s Board of Directors to serve until the 2026 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed).
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Votes For |
Votes Withheld |
Broker Non-Votes |
Christopher J. McGurk |
4,477,267 |
193,459 |
7,088,021 |
Peter C. Brown |
4,486,126 |
184,600 |
7,088,021 |
Mary Ann Halford |
4,441,876 |
228,850 |
7,088,021 |
Patrick W. O’Brien |
4,486,801 |
183,925 |
7,088,021 |
Proposal 2: |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
To approve, by non-binding vote, executive compensation.
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2,794,055 |
1,808,211 |
68,460 |
7,088,021 |
Proposal 3. |
1 Year |
2 Years |
3 Years |
Abstentions |
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4,409,765 |
61,756 |
88,010 |
111,195 |
To approve, by non-binding vote, the frequency of future stockholder advisory votes on executive compensation. |
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Proposal 4: |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
To approve an amendment to the Company's 2017 Equity Incentive Plan to increase the total number of shares of Class A Common Stock available for issuance thereunder. |
2,634,938 |
2,013,317 |
22,471 |
7,088,021 |
Proposal 5: |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
To ratify the appointment of EisnerAmper LLP as our independent auditors for the fiscal year ending March 31, 2026. |
11,488,552 |
132,682 |
137,513 |
N/A |
(d) In accordance with the expressed preference of our stockholders reflected in the non-binding advisory vote for Proposal 3 and the recommendation of the Board of Directors, we have determined that we will include an advisory stockholder vote on executive
compensation of our named executive officers in our proxy materials on an annual basis until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than our annual meeting of stockholders in 2031.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Amendment No. 8 to the 2017 Equity Incentive Plan.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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Date: |
November 21, 2025 |
By: |
/s/ Gary Loffredo |
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Name: Date: |
Gary S. Loffredo |
Exhibit 10.1
AMENDMENT NO. 8
TO
CINEVERSE CORP. 2017 EQUITY INCENTIVE PLAN
AMENDMENT NO. 8, dated as of November 20, 2025 (this "Amendment"), to the 2017 Equity Incentive Plan (as amended, the "Plan") of Cineverse Corp., a Delaware corporation (the "Corporation").
WHEREAS, the Corporation maintains the Plan, effective as of August 31, 2017; and
WHEREAS, the Board of Directors of the Corporation deems it to be in the best interest of the Corporation and its stockholders to amend the Plan in order to increase the maximum number of shares of the Corporation's Class A Common Stock, par value $.001 per share, which may be issued and sold under the Plan from 2,504,913 shares to 3,504,913 shares.
NOW, THEREFORE, BE IT RESOLVED the Plan is hereby amended as follows:
1. The first sentence of Section 4.1(a) shall be revised and amended to read as follows:
"The maximum number of Shares available for issuance to Participants under this Plan, inclusive of Shares issued and Shares underlying outstanding awards granted on or after the Effective Date, is 3,504,913 Shares, which includes 6,414 unused Shares carried over from the Existing Incentive Plan."
2. This Amendment shall be effective as of the date first set forth above.
3. In all respects not amended, the Plan is hereby ratified and confirmed and remains in full force and effect.
By: /s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Chief Legal Officer, Secretary and Senior Advisor