8-K
Zedge, Inc. (ZDGE)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported):January 17, 2024
Zedge, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-37782 | 26-3199071 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 1178 Broadway**, Ste. 1450 (3^rd^ Floor)**<br><br> <br>New York, NY | 10001 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, includingarea code: (330) 577-3424
Not Applicable
(Former name or former address, if changed sincelast 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<br> 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 |
|---|---|---|
| Class B common stock, par value $0.01 per share | ZDGE | 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 SecurityHolders
(a) Zedge, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 17, 2024 (the “Meeting”). Stockholders voted on the matters set forth below.
(b) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.
The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For |
|---|---|---|---|---|---|
| Mark Ghermezian | 1,804,280 | 164,948 | 3,157 | 0 | 91.47 |
| Elliot Gibber | 1,880,988 | 90,490 | 997 | 0 | 95.36 |
| Howard Jonas | 1,951,993 | 17,333 | 3,150 | 0 | 98.96 |
| Michael Jonas | 1,887,777 | 81,488 | 3,120 | 0 | 95.71 |
| Paul Packer | 1,879,249 | 90,045 | 3,091 | 0 | 95.27 |
| Gregory Suess | 1,964,447 | 6,891 | 1,047 | 0 | 99.59 |
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.
| ZEDGE, INC. | |
|---|---|
| By: | /s/ Jonathan Reich |
| Name: | Jonathan Reich |
| Title: | Chief Executive Officer |
Dated: January 23, 2024