0001144204-13-049532.txt : 20130906 0001144204-13-049532.hdr.sgml : 20130906 20130906130856 ACCESSION NUMBER: 0001144204-13-049532 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130903 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130906 DATE AS OF CHANGE: 20130906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOMEDIA TECHNOLOGIES INC CENTRAL INDEX KEY: 0001022701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 363680347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21743 FILM NUMBER: 131082478 BUSINESS ADDRESS: STREET 1: 100 WEST ARAPAHOE AVENUE STREET 2: SUITE 9 CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: (303) 546-7946 MAIL ADDRESS: STREET 1: 100 WEST ARAPAHOE AVENUE STREET 2: SUITE 9 CITY: BOULDER STATE: CO ZIP: 80302 FORMER COMPANY: FORMER CONFORMED NAME: DEVSYS INC DATE OF NAME CHANGE: 19960911 8-K 1 v354544_8k.htm CURRENT REPORT

 

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): September 3, 2013

 

NeoMedia Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware 0-21743 36-3680347

(State or other jurisdiction of

incorporation)

 (Commission File Number) (IRS Employer Identification No.)
     
100 West Arapahoe Avenue, Suite 9, Boulder, Colorado 80302
(Address of principal executive offices) (Zip code)
   
Registrant’s telephone number, including area code: (303) 546-7946

 

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

 

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:

 

¨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))

 

 
 

 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

On September 3, 2013, NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), held its annual meeting of stockholders (the “Meeting”), with part of the meeting continuing in recess until September 23, 2013. At the Meeting, four (4) of the six (6) scheduled proposals were submitted for a vote of the Company’s stockholders and the related results are as follows:

 

Proposal No. 1: The election of Laura A. Marriott, George G. O’Leary, Sarah Fay and Peter Mannetti for terms until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified. The stockholders elected the four (4) directors by the following votes:

 

Director  Votes For   Votes Withheld   Against   Broker Non-Votes 
Laura A. Marriott   2,217,966,782    472,229,874    0    725,169,548 
George G. O’Leary   2,219,782,080    470,414,576    0      
Sarah Fay   2,251,935,306    438,261,350    0      
Peter Mannetti   2,261,734,817    428,461,839    0      

 

Proposal No. 2: The approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers, as described in the “Executive and Director Compensation” section and compensation tables and narrative disclosure of the Company’s Proxy Statement. The stockholders approved the non-binding advisory resolution on executive compensation by the following votes:

 

Votes For   2,073,108,954 
Votes Against   531,617,520 
Abstentions   85,470,182 
Broker Non-Votes   725,169,548 

 

Proposal No. 3: The approval of a non-binding resolution regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers which could be held every year, every two (2) years or every three (3) years. The stockholders approved the non-binding advisory resolution regarding the frequency of future votes on executive compensation every three (3) years as follows:

 

1 Year   632,963,144 
2 Years   79,757,373 
3 Years   1,807,899,539 
Abstentions   169,576,600 

 

The Company has decided to set the frequency of future advisory votes on the compensation of the Company’s named executive officers at every three (3) years going forward.

 

Proposal No. 4: The stockholders ratified StarkSchenkein, LLP as the Company’s independent registered accounting firm by the following votes:

 

Votes For   2,973,418,348 
Votes Against   332,653,597 
Abstentions   109,294,259 

 

The Company recessed the Meeting until Monday, September 23, 2013.

 

 
 

 

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.

 

    NEOMEDIA TECHNOLOGIES, INC.
     
  By: /s/ Barry S. Baer
    Barry S. Baer
    Chief Financial Officer

 

Date: September 6, 2013