LiveOne Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective as of September 5, 2025, the Board of Directors (the “Board”) of LiveOne, Inc. (the “Company”) appointed Jay Krigsman, current member of the Board, to the Audit Committee of the Board and as the Chairman of the Audit Committee. The Board determined that Mr. Krigsman is an “independent” director pursuant to the definition of independence under Rule 5605(a)(2) of the Nasdaq Listing Rules.
Please see Mr. Krigsman’s biographical information in the Company’s Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on July 17, 2017.
Mr. Krigsman will be entitled to participate in the annual compensation package the Company provides to its non-employee directors.
There is no arrangement or understanding between Mr. Krigsman and any other persons pursuant to which Mr. Krigsman was appointed to the Audit Committee of the Board and as the Chairman of the Audit Committee. There are no family relationships between Mr. Krigsman and any of the Company’s officers or directors. Other than as described herein, there are no other transactions to which the Company or any of its subsidiaries is a party in which Mr. Krigsman has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 8, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Below is a summary of the proposals and corresponding vote.
1. All seven nominees were elected to the Board with each director receiving votes as follows:
| Election of Directors | For | Withheld | Broker Non-Vote | |||||||||
| Robert S. Ellin | 46,099,917 | 1,643,058 | 24,187,574 | |||||||||
| Jay Krigsman | 45,166,859 | 2,576,116 | 24,187,574 | |||||||||
| Ramin Arani | 47,374,434 | 368,541 | 24,187,574 | |||||||||
| Patrick Wachsberger | 47,371,592 | 371,383 | 24,187,574 | |||||||||
| Kenneth Solomon | 32,480,497 | 15,262,478 | 24,187,574 | |||||||||
| Bridget Baker | 47,306,068 | 436,907 | 24,187,574 | |||||||||
| Kristopher Wright | 46,154,892 | 1,588,083 | 24,187,574 | |||||||||
2. The approval of an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of its issued and outstanding shares of common stock at a ratio to be determined in the discretion of the Board within a range of no less than one-for-three through one-for-ten (without reducing the authorized number of shares of common stock) (the “Reverse Split”), and with the Board able to elect to abandon such proposed amendment and not affect the Reverse Split authorized by the Company’s stockholders in its sole discretion. The votes on this proposal were as follows:
| For | Against | Abstained | Broker Non-Vote | |||
| 66,902,553 | 4,988,549 | 39,447 | ‒ |
3. The ratification of the appointment of Macias Gini & O’Connell, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The votes on this proposal were as follows:
| For | Against | Abstained | Broker Non-Vote | |||
| 70,012,771 | 1,882,937 | 34,841 | ‒ |
4. The approval, to adjourn the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. The votes on this proposal were as follows:
| For | Against | Abstained | Broker Non-Vote | |||
| 57,582,245 | 14,314,822 | 33,481 | ‒ |
No other matters were considered or voted upon at the Annual Meeting.
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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 hereunto duly authorized.
| LIVEONE, INC. | ||
| Dated: September 9, 2025 | By: | /s/ Ryan Carhart |
| Name: | Ryan Carhart | |
| Title: | Chief Financial Officer | |
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