Current Report Filing (8-k)

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): January 18, 2023

Zedge, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-37782

26-3199071

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1178 Broadway, Ste. 1450 (3^rd Floor)

New York, NY

10001

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (330) 577-3424

Not Applicable

(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

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 Security Holders

(a) Zedge, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 18, 2023 (the “Meeting”). Stockholders voted on the matters set forth below.

(b) (1) 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		1,929,761		107,413		1,817		1,000		94.60
Elliot Gibber		1,955,689		81,597		1,705		1,000		95.87
Howard Jonas		2,022,465		14,921		1,605		1,000		99.14
Michael Jonas		2,031,194		6,145		1,652		1,000		99.57
Paul Packer		1,955,374		8,912		1,705		1,000		95.85
Gregory Suess		2,029,551		7,685		1,755		1,000		99.49

(2) 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 approval of an amendment to the Company’s 2016 Stock Option and Incentive Plan (the “Plan”) that would, among other things: (a) increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 685,000; (b) add provisions regarding awards of deferred stock units (which are sometimes referred to as restricted stock units and which we refer to in the proxy statement as “DSUs”) and changes to awarded DSUs; and (c) make other changes to definitions in the Plan.

The number of votes cast with respect to this matter was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Vote		% Votes For
1,859,288		179,022		1,681		0		91.14

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.