8-K
EMERSON RADIO CORP (MSN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENTREPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2020
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-07731 | 22-3285224 |
|---|---|---|
| (State Or Other<br><br><br>Jurisdiction Of Incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
| 35 Waterview Blvd., Suite 140, Parsippany, NJ | 07054 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973)428-2000
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<br>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<br><br><br>symbol(s) | Name of each exchange<br><br><br>on which registered |
|---|---|---|
| Common Stock, par value $.01 per share | MSN | NYSE American |
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. |
|---|
Emerson Radio Corp. (the “Company”) held its annual meeting of stockholders for the fiscal year ended March 31, 2019 (the “Annual Meeting”) on March 18, 2020, at 10:00 a.m., Singapore time (March 17, 2020, at 10:00 p.m., Eastern Daylight Time). At the Annual Meeting, 20,175,788 shares of the Company’s common stock were represented either in person or by proxy, which is equal to approximately 95.8% of the Company’s outstanding common stock as of the February 7, 2020 record date.
The following proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 21, 2020, were before the meeting, and they received the following votes:
Proposal 1: Election of Directors — According to the final voting results, all director nominees were elected. The number of votes for, withheld and all shares as to which brokers indicated that they did not have authority to vote with respect to each director nominee were as follows:
| Nominee | Votes For | Votes Withheld | BrokerNon-Votes |
|---|---|---|---|
| Christopher Ho | 15,677,499 | 2,046,334 | 2,451,955 |
| Duncan Hon | 15,697,524 | 2,026,309 | 2,451,955 |
| Michael Binney | 15,685,957 | 2,037,876 | 2,451,955 |
| Kareem E. Sethi | 17,098,373 | 625,460 | 2,451,955 |
| Kin Yuen | 16,871,663 | 852,170 | 2,451,955 |
Proposal 2: Ratification of the Appointment of MSPC Certified Public Accountants and Advisors, a Professional Corporation,as the independent registered public accountants of the Company for the fiscal year ending March 31, 2020 — The final number of votes cast for, against or abstaining and broker non-votes were as follows:
| Votes For | Votes Against | Votes Abstained | BrokerNon-Votes |
|---|---|---|---|
| 19,734,977 | 243,888 | 196,923 | 0 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EMERSON RADIO CORP. | |
|---|---|
| By: | /s/ Duncan Hon |
| Name: Duncan Hon | |
| Title: Chief Executive Officer |
Dated: March 20, 2020