Zedge Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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 15, 2025 (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 | 1,847,912 | 157,316 | 1,047 | 365,511 | 77.91 | |||||||||||||||
| Elliot Gibber | 1,860,453 | 144,562 | 1,259 | 365,511 | 78.44 | |||||||||||||||
| Howard Jonas | 1,994,707 | 10,564 | 1,005 | 365,511 | 84.10 | |||||||||||||||
| Michael Jonas | 1,933,162 | 72,051 | 1,063 | 365,511 | 81.51 | |||||||||||||||
| Paul Packer | 1,860,462 | 144,547 | 1,266 | 365,511 | 78.44 | |||||||||||||||
| Gregory Suess | 1,999,023 | 5,987 | 1,266 | 365,511 | 84.28 | |||||||||||||||
(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 the appointment of UHY LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2025.
The number of votes cast with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | |||||||||
| 2,362,575 | 911 | 8,300 | 0 | 99.61 |
(3) 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, increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 100,000.
The number of votes cast with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | |||||||||
| 1,819,633 | 184,837 | 1,805 | 365,511 | 76.72 |
(4) 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 advisory vote on the compensation of the Named Executive Officers.
The number of votes cast with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | |||||||||
| 1,987,212 | 16,754 | 2,309 | 365,511 | 83.79 |
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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.
| ZEDGE, INC. | ||
| By: |
/s/ Jonathan Reich | |
| Name: | Jonathan Reich | |
| Title: | Chief Executive Officer | |
Dated: January 17, 2025
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