Current Report Filing (8-k)
23 December 2017 - 8:24AM
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) December 22, 2017 (December 19, 2017)
MGT
Capital Investments, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-32698
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13-4148725
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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512
S. Mangum Street, Suite 408
Durham,
NC 27701
(Address
of principal executive offices, including zip code)
(914)
630-7430
(Registrant’s
telephone number, including area code)
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:
[ ]
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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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Item
5.07 Submission of Matters to a Vote of Security Holders
An
annual meeting (the “Meeting”) of the shareholders of MGT Capital Investments, Inc. (the “Company”) was
held on December 19, 2017, at the Company’s offices located at 512 S. Mangum Street, Suite 408, Durham, NC 27701.
The Company filed its definitive proxy statement for the proposals voted upon at the Meeting with the U.S. Securities and Exchange
Commission (the “SEC”) on October 26, 2017, and received the final tabulation of its shareholders’ votes on
December 19, 2017.
The
following proposal was voted upon by the stockholders at the Meeting:
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●
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A
proposal to re-elect four directors, each such director to serve until the next annual meeting of the Company’s stockholders
and until their successors are duly elected and qualified or until their earlier resignation, removal or death.
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All
director nominees were re-elected and the votes cast were as follows:
Director
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For
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Withheld
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Broker non-votes
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H. Robert Holmes
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16,916,317
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464,318
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23,535,495
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Michael Onghai
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16,861,129
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519,506
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23,535,495
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Robert B. Ladd
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16,579,591
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801,044
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23,535,495
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Nolan Bushnell
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17,006,502
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374,133
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23,535,495
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The
rest of the proposals were also approved by the stockholders during the Meeting:
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●
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The
appointment of RBSM LLP as the Company’s Independent Registered Certified Public Accountant for the fiscal year ending
December 31, 2017;
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●
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An
amendment to the Company’s restated certificate of incorporation to increase the Company’s authorized common stock
from 75,000,000 shares to 200,000,000 shares of common stock.;
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●
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The
authorization of the Board of Directors, without further action of the stockholders, to implement a reverse split of the Company’s
common stock, at a ratio within the range of 1–for–2 to 1–for–7 at any time after the Annual Meeting,
but before the 2018 annual meeting of stockholders;
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●
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The
approval of the compensation paid to the executive officers of the Company (“Say On Pay”); and
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●
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The
approval of voting on the Say On Pay proposal every three years.
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Item
7.01 Regulation FD Disclosure
On
December 20, 2017, the Company issued a press release regarding the outcome of the Meeting, as more fully disclosed in Item 5.07
above. A copy of the press release is attached hereto as Exhibit 99.1.
The
information contained in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in
any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing. The furnishing of the information in Item 7.01 of this Current
Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation
FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not
otherwise publicly available.
This
Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect
the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among
other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,”
and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results
to differ materially from those anticipated at the date of this Current Report on Form 8-K. The Company disclaims any obligation
to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof. Investors are
cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
Item
9.01 Financial Statements and Exhibits.
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 thereunto duly authorized.
Dated:
December 22, 2017
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MGT
Capital Investments, Inc.
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By:
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/s/
Robert B. Ladd
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Name:
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Robert
B. Ladd, President
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MGT Capital Investments (PK) (USOTC:MGTI)
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