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 5, 2014

Viggle Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-35620	33-0637631
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

902 Broadway, 11 th Floor New York, New York	10010
(Address of principal executive offices)	(Zip Code)

(212)  231-0092

(Registrant’s Telephone Number, including Area Code)

 (212)  231-0092

(Registrant’s Telephone Number, including Area Code)

 (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 ( see General Instruction A.2 below):

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

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

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

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

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Principal Officers; Compensatory Arrangements of Certain Officers.

On March 5, 2014, the Board of Directors (the “Board”) of Viggle Inc. (the “Company”) voted to reduce the number of directors from eight to seven, five of whom are deemed to be “independent directors,” effective as of March [5], 2014.  The independent directors are Peter C. Horan, Michael J. Meyer, John D. Miller, Harriet Seitler and Birame N. Sock Joseph F. Rascoff had previously informed the Board of the Company of his decision not to stand for re-election to the Board due to his other responsibilities.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 5, 2014, pursuant to a stockholder consent, the Company approved the adoption of an amendment to its Articles of Incorporation (the “Amendment”) to effect a reverse stock split of all issued and outstanding shares of common stock at a ratio of 1 for 80 (the “Reverse Stock Split”). The effective date of the Reverse Stock Split is subject to approval of the application now pending with the Financial Industry Regulatory Authority (FINRA).  The actual effective date of the Reverse Stock Split will be disclosed by the Company in a subsequent Current Report on Form 8-K.  A copy of the form Amendment is filed hereto as Exhibit 3.1 and is incorporated herein by reference.

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

As previously disclosed in the Company’s Definitive Information Statement on Schedule 14C dated February 10, 2014, the holder of the majority of shares of the Company approved by written consent the following corporate actions, which became effective on March [5], 2014:

1. The election of the following people to serve on the Board until the Company’s next annual meeting of stockholders and until their respective successors are duly elected and qualified:

Robert F.X. Sillerman

Peter C. Horan

Michael J. Meyer

John D. Miller

Mitchell J. Nelson

Harriet Seitler

Birame N. Sock

2. The ratification of the appointment of BDO USA, LLC as the Registrant’s independent registered public accounting firm for the fiscal year ending June 30, 2014

3. The approval and adoption of the Reverse Stock Split as described in Item 5.03 hereinabove

4. The approval of an amendment to the Company’s 2011 Executive Incentive Plan (the “Plan”) increasing the number of pre-split shares of common stock reserved and available for distribution under the Plan from 30,000,000 to 60,000,000 pre-split shares, and a further amendment to increase the number of shares of common stock reserved for issuance thereunder to 3,750,000 post-split shares after the Reverse Stock Split becomes effective

5. The approval of named executive officer compensation (on an advisory basis)

6. The approval of the frequency of future advisory votes to approve named executive officer compensation, determining that such advisory votes should be held every three years

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Form of Certificate of Amendment to Articles of Incorporation

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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 hereunto duly authorized.

	VIGGLE INC.
DATE: March 10, 2014	By:	/s/ Mitchell J. Nelson
		Name:  Mitchell J. Nelson
		Title:    Executive Vice President and Secretary

3

EXHIBITS

Exhibit No.	Description
3.1	Form of Certificate of Amendment to Articles of Incorporation

4

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

VIGGLE, INC.

Under Section 242 of the Delaware General Corporation Law

Pursuant to Section 242, of the General Corporation Law of the State of Delaware (the “DGCL”), the undersigned, VIGGLE, INC., a Delaware corporation, does hereby certify as follows:

1.  The name of the corporation is Viggle Inc. (the “Corporation”).

2.The Certificate of Incorporation of the Corporation is hereby amended by deleting Article FOURTH thereof in its entirety and replacing it in its entirety with the following:

“FOURTH:            A.The Corporation shall be authorized to issue three hundred million (300,000,000) shares of common stock, par value $0.001 per share (“Common Stock”).

B.           The Corporation shall be authorized to issue one million (1,000,000) shares of preferred stock, par value $0.001 per share (“Preferred Stock”).  The shares of Preferred Stock may be issued in any number of series, as determined by the Board of Directors.  The Board may by resolution fix the designation and number of shares of any such series, and may determine, alter or revoke the rights, preferences, privileges and restrictions pertaining to any wholly unissued series.  The Board may thereafter in the same manner increase or decrease the number of shares of any such series (but not below the number of shares of that series then outstanding).

C.           Effective as of March 10, 2014, each share of Common Stock (the “Old Common Stock”), issued and outstanding at such time shall be automatically reclassified and changed into one-eightieth of one share of Common Stock, without any action by the holder thereof, and provided that fractional shares shall be redeemed (the “Reverse Stock Split”).

D.           Effective as of March 10, 2014, each certificate outstanding and previously representing shares of Old Common Stock shall, until surrendered and exchanged, be deemed, for all corporate purposes, to constitute and represent the number of whole shares of Common Stock into which the issued and outstanding shares of Old Common Stock previously represented by such certificate were converted by virtue of the Reverse Stock Split.”

3.The amendment to the Certificate of Incorporation of the Corporation effected by this Certificate was duly authorized by the Board of Directors of the Corporation in accordance with the provisions of Section 242 of the DGCL, and by the affirmative vote of a majority of the Corporation’s outstanding capital stock entitled to vote thereon by written consent in accordance with the provisions of the DGCL.

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Certificate and affirmed that the statements made herein are true under penalties of perjury this ___th day of March, 2014.

VIGGLE, INC.
By:
Name:	Mitchell J. Nelson
Title:	Executive Vice President and Secretary