Form 8-K

 

 

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): March 21, 2018

 

 

EMERSON RADIO CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-07731   22-3285224
(State Or Other Jurisdiction
Of Incorporation)
 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3 University Plaza, Suite 405, Hackensack, NJ   07601
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (973) 428-2000

 

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 mark 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 March 21, 2018, Emerson Radio Corp. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 22,105,631 shares of the Company’s common stock were represented either in person or by proxy, which is equal to 93.66% of the Company’s outstanding common stock as of the February 14, 2018, record date.

The following two proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 22, 2018, were before the meeting, and they received the following votes:

Proposal 1: Election of Directors — The number of votes for, withheld and all shares as to which brokers indicated that they did not have authority to vote with respect to each director nominee were as follows:

 

Nominee

   Votes For      Votes Withheld      Broker Non-Votes  

Christopher Ho

     16,123,287        2,652,187        3,330,157  

Duncan Hon

     16,131,888        2,643,586        3,330,157  

Michael Binney

     16,110,344        2,665,130        3,330,157  

Kareem E. Sethi

     18,281,146        494,328        3,330,157  

Kin Yuen

     18,266,592        508,882        3,330,157  

Proposal 2: Ratification of the Appointment of MSPC Certified Public Accountants and Advisors, a Professional Corporation, as the independent registered public accountants of the Company for the fiscal year ending March 31, 2018 — The final number of votes cast for, against or abstaining and broker non-votes were as follows:

 

            Votes For             

              Votes Against                                 Votes Abstained                        Broker Non-Votes             

21,922,978

  101,145    81,508    0


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

EMERSON RADIO CORP.
By:   /s/ Duncan Hon
  Name: Duncan Hon
  Title: Chief Executive Officer

Dated: March 27, 2018