0001144204-17-032350.txt : 20170613 0001144204-17-032350.hdr.sgml : 20170613 20170613164209 ACCESSION NUMBER: 0001144204-17-032350 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170613 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170613 DATE AS OF CHANGE: 20170613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STG Group, Inc. CENTRAL INDEX KEY: 0001583513 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 463134302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36149 FILM NUMBER: 17909308 BUSINESS ADDRESS: STREET 1: 11091 SUNSET HILLS ROAD STREET 2: SUITE 200 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: (703) 691-2480 MAIL ADDRESS: STREET 1: 11091 SUNSET HILLS ROAD STREET 2: SUITE 200 CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: Global Defense & National Security Systems, Inc. DATE OF NAME CHANGE: 20130805 8-K 1 v468939_8k.htm 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): June 13, 2017

 

STG GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36149 46-3134302
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

11091 Sunset Hills Road, Suite 200  
Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)

  

(703) 691-2480

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐ Written communication 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 June 13, 2017, STG Group, Inc. (“STG,” “we” or the “Company”) held its 2017 Annual Meeting of the Stockholders to (a) elect one Class II director to service on the Board of Directors, until the 2020 annual meeting of the stockholders or until his successor is elected and qualified, (b) approve the amendment of the Company’s 2015 Omnibus Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan by 500,000 shares, and (c) ratify the selection by our Audit Committee of BDO USA LLP to serve as our independent registered public accounting firm for fiscal year 2017.

 

There were 16,625,849 shares of Common Stock issued and outstanding on the record date for the Annual Meeting. At the Annual Meeting there were 16,336,391 shares voted by proxy or in person. The results for each matter were as follows:

 

•   STG’s stockholders elected one Class II director to service on the Board of Directors, until the 2020 annual meeting of the stockholders or until his successor is elected and qualified, based on the following votes:

 

Hon. Ronald R. Spoehel:

 

Votes FOR Votes WITHHELD Votes AGAINST
16,285,706 0 4,100

 

 

•   STG’s stockholders approved the amendment of the Plan to increase the number of shares authorized for issuance under the Plan by 500,000 shares.

 

Votes FOR Votes WITHHELD Votes AGAINST
16,273,713 0 16,093

 

 

•   STG’s stockholders ratified the selection by our Audit Committee of BDO USA LLP to serve as our independent registered public accounting firm for fiscal year 2017, based on the following votes.

 

Votes FOR Votes WITHHELD Votes AGAINST
16,336,291 0 100

 

 

 

  

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.

 

         
  STG GROUP, INC.  
       
  By:   /s/ Charles L. Cosgrove  
  Name:   Charles L. Cosgrove  
  Title:   Chief Financial Officer  
         
Date: June 13, 2017