Current Report Filing (8-k)
21 August 2019 - 6:31AM
Edgar (US Regulatory)
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):
August 20, 2019 (August 16, 2019)
GLASSBRIDGE
ENTERPRISES, INC.
(Exact
name of registrant as specified in charter)
Delaware
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001-14310
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41-1838504
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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510
Madison Avenue, 9
th
Floor, New York, NY 10022
(Address
of Principal Executive Offices) (Zip Code)
(651)
704-4000
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, If Changed Since Last Report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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None
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None
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None
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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 (
see
General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 mart 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
August 16, 2019, GlassBridge Enterprises, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual
Meeting”). Set forth below is a summary of the final voting results for the proposals that our stockholders considered and
voted on at the Annual Meeting. As of June 25, 2019, the record date for the Annual Meeting, there were 5,687,789 shares of common
stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, there were 4,488,235 shares of common stock
present in person or by proxy, which represented 87.70% of the shares entitled to vote, and which constituted a quorum for the
transaction of business.
Our
stockholders approved the election of Robert Searing as a Class II director, with a term expiring at our 2020 Annual Meeting of
Stockholders. The approval of this proposal required the affirmative vote of a majority of the votes cast with respect to such
director. We set forth the results of the stockholder vote on this proposal, which results satisfy the foregoing voting standard.
Votes
For
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Votes
Withheld
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Broker
Non-Votes
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2,883,060
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106,067
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1,499,108
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Our
stockholders approved the election of Alex Spiro as a Class II director, with a term expiring at our 2020 Annual Meeting of Stockholders.
The approval of this proposal required the affirmative vote of a majority of the votes cast with respect to such director. We
set forth the results of the stockholder vote on this proposal, which results satisfy the foregoing voting standard.
Votes
For
|
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Votes
Withheld
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Broker
Non-Votes
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2,883,142
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105,985
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1,449,108
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Our
stockholders approved a proposal to ratify the appointment of Turner Stone & Company L.L.P. as our independent registered
public accountant firm for fiscal year 2019. The approval of this proposal required the affirmative vote of the holders of a majority
of the shares of common stock present in person or by proxy and entitled to vote at the Annual Meeting. We set forth below the
results of the stockholder vote on this proposal, which results satisfy the foregoing voting standard.
Votes
For
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Votes
Against
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Abstentions
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4,468,272
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13,062
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6,901
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3.
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The
Reverse Split Proposal
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Our
stockholders approved the proposal to amend the Company’s Restated Certificate of Incorporation to effect, at the discretion
of the Board of Directors, a reverse stock split of the Company’s common stock using a ratio to be established by the Board
in its sole discretion, within a range of 1:10 to 1:200 and a reduction in the number of authorized shares of the Company’s
common stock in a corresponding proportion (the “Reverse Split Proposal”). The approval of this proposal required
the affirmative vote of the holders of a majority of the shares of common stock entitled to vote thereon. We set forth below the
results of the stockholder vote on this proposal, which results satisfy the foregoing voting standard.
Votes
For
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Votes
Withheld
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Abstentions
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4,119,736
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363,500
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4,999
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4.
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The
Written Consent Proposal
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Our
stockholders approved the proposal to amend the Company’s Restated Certificate of Incorporation to permit the stockholders
of the Company to act by written consent rather than requiring the Company to convene a meeting of stockholders for matters requiring
stockholder approval (the “Written Consent Proposal”). The approval of this proposal required the affirmative vote
of the holders of a majority of the shares of common stock entitled to vote thereon. We set forth below the results of the stockholder
vote on this proposal, which results satisfy the foregoing voting standard.
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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2,952,853
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14,577
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21,697
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1,499,108
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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.
Date:
August 20, 2019
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GLASSBRIDGE
ENTERPRISES, INC.
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By:
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/s/
Daniel Strauss
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Daniel
Strauss
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Chief
Executive Officer
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GlassBridge Enterprises (CE) (USOTC:GLAE)
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