Marin Software Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 5, 2024, Marin Software Incorporated (the “Company”) completed its Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on February 14, 2024, the record date for the Annual Meeting, 18,067,139 shares of common stock of the Company were outstanding and entitled to vote. 9,063,810 shares, or 50.2% of the outstanding common stock entitled to vote at the Annual Meeting, were represented in person or by proxy.
At the Annual Meeting, stockholders voted on the proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 5, 2024, as revised on March 28, 2024 (the “Proxy Statement”). The results of the voting at the Annual Meeting were as follows:
Proposal 1. Elect Don Hutchison and Diena Lee Mann as the Class II members of the Board of Directors to hold office until the 2027 annual meeting of stockholders:
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Votes For |
Votes Withheld |
Don Hutchison |
3,088,510 |
517,371 |
Diena Lee Mann |
3,080,083 |
525,798 |
Each of the directors named under Proposal No. 1 were elected, in accordance with the recommendation of the Company’s Board of Directors in the Proxy Statement.
Proposal 2. Vote to approve an amendment to our Certificate of Incorporation to effect a reverse stock split at a ratio in the range of 1-for-4 to 1-for-6, with the exact ratio to be set within that range at the discretion of our Board of Directors on or before April 30, 2024 without further approval or authorization of our stockholders:
Votes For |
Votes Against |
Abstentions |
6,634,921 |
2,222,030 |
206,859 |
Proposal 2 was approved, in accordance with the recommendation of the Company’s Board of Directors in the Proxy Statement.
Proposal 3. Vote to approve an amendment to our certificate of incorporation to decrease our authorized shares of common stock from 142,857,143 to such number determined by calculating the product of 142,857,143 multiplied by two times (2x) the reverse stock split ratio:
Votes For |
Votes Against |
Abstentions |
7,409,657 |
1,429,957 |
224,196 |
Proposal 3 was approved, in accordance with the recommendation of the Company’s Board of Directors in the Proxy Statement.
Proposal 4. Vote, on a non-binding, advisory basis, on the compensation paid by the Company to the Company’s Named Executive Officers for the fiscal year ended December 31, 2023:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
3,006,182 |
567,763 |
31,936 |
5,457,929 |
Proposal 4 passed, in accordance with the recommendation of the Company’s Board of Directors in the Proxy Statement, with a vote of 86.7%.
Proposal 5. Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
Votes For |
Votes Against |
Abstentions |
7,370,366 |
679,985 |
1,013,459 |
Proposal 5 passed, in accordance with the recommendation of the Company’s Board of Directors in the Proxy Statement.
Item 8.01 Other Events
On April 4, 2024, the Company’s board of directors approved a reverse stock split ratio of 6-to-1 (the “Reverse Split”) and a resulting reduction in the Company’s authorized shares of common stock from 142,857,143 shares to 47,619,047 shares, subject to the approval of the stockholders at the Annual Meeting. Subject to the filing of the Certificate of Amendment as described in the Company’s Definitive Proxy Statement filed on March 5, 2024, as revised on March 28, 2024, the Reverse Split will be effective at 5:00 p.m. Eastern Time on April 12, 2024, whereby every six shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The Reverse Split will not affect any stockholder’s ownership percentage of the Company’s common stock.
The Company expects that at the opening of trading on April 15, 2024, the Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “MRIN,” but will be assigned a new CUSIP number (56804T 304) and will trade on a split-adjusted basis.
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On April 5, 2024, the Company issued a press release announcing the foregoing. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
The foregoing disclosures constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding, among other things, the Company’s expectations regarding the timing of the Reverse Split, when Marin’s common stock will trade on an as-adjusted basis, and when the reduction in authorized shares of the Company’s capital stock will occur. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including Nasdaq’s timing for approval of trading on a split-adjusted basis and the filing of a Certificate of Amendment to our Certificate of Incorporation to effectuate the Reverse Split, that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You should refer to the section entitled “Risk Factors” set forth in the Company’s annual and quarterly reports and other filings the Company makes with the Securities and Exchange Commission from time to time for a discussion of important factors that may cause actual results to differ materially from those expressed or implied by the Company’s forward-looking statements. The forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly update any forward-looking statements or reasons why actual results might differ, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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Press release issued by Marin Software Incorporated on April 5, 2024. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 thereunto duly authorized.
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Marin Software Incorporated |
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Date: April 5, 2024 |
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By: |
/s/ Robert Bertz |
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Robert Bertz |
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Chief Financial Officer |
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