0001019687-11-002014.txt : 20110621 0001019687-11-002014.hdr.sgml : 20110621 20110620175553 ACCESSION NUMBER: 0001019687-11-002014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110617 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110621 DATE AS OF CHANGE: 20110620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTN BUZZTIME INC CENTRAL INDEX KEY: 0000748592 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 311103425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11460 FILM NUMBER: 11921858 BUSINESS ADDRESS: STREET 1: 5966 LA PLACE COURT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604387400 MAIL ADDRESS: STREET 1: 5966 LA PLACE COURT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: NTN COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALROY INDUSTRIES INC DATE OF NAME CHANGE: 19850411 8-K 1 ntn_8k-061711.htm CURRENT REPORT ON FORM 8-K ntn_8k-061711.htm
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 17, 2011
 
NTN BUZZTIME, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
     
001-11460
  
31-1103425
Commission File Number
  
(IRS Employer
Identification No.)
     
5966 La Place Court, Suite 100
Carlsbad, California
  
92008
(Address of Principal Executive Offices)
  
(Zip Code)
     
(760) 438-7400
(Registrant's telephone number, including area code)

 
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 June 17, 2011, NTN Buzztime, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote upon the following proposals:
 
 
1. 
To elect five (5) directors to hold office until the 2012 annual meeting of stockholders and until their respective successors are duly elected and qualified;
 
 
2. 
To ratify the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011; and
 
 
3. 
To amend the Company’s Restated Certificate of Incorporation giving effect to a reverse stock split of the Company’s outstanding common stock at an exchange ratio of 1-for-100, followed immediately by a forward split of the Company’s common stock at an exchange ratio of 10-for-1.
 
The number of shares of common stock issued, outstanding and eligible to vote at the Annual Meeting as of the record date of April 21, 2011 was 60,875,090.  The election of directors and the ratification of the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 received the requisite approval by the Company’s stockholders.  The proposal to amend the Company’s Restated Certificate of Incorporation giving effect to a reverse stock split of the Company’s outstanding common stock at an exchange ratio of 1-for-100, followed immediately by a forward split of the Company’s common stock at an exchange ratio of 10-for-1 did not receive the requisite approval by the Company’s stockholders.  The final results of the voting on each of the matters presented to the stockholders are as follows:
 

 
1.  
 Election of Directors:
 
 
 
Name
  
 
For
  
 
Withheld
  
Broker
Non-Votes
Terry Bateman
  
27,079,677
  
3,479,501
  
19,886,636
Jeff Berg
  
30,228,164
  
  331,014
  
19,886,636
Mary Beth Lewis
  
30,037,693
  
  521,485
  
19,886,636
Michael Bush
  
30,265,043
  
  294,135
  
19,886,636
Steve Mitgang
  
30,036,108
  
  523,070
  
19,886,636

 
2.  
Ratification of Mayer Hoffman McCann, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011:

 
For
  
 
Against
  
 
Abstain
49,962,677
  
436,528
  
46,609

3.  
To amend the Company’s Restated Certificate of Incorporation to give effect to a reverse stock split of the Company’s outstanding common stock at an exchange ratio of 1-for-100, followed immediately by a forward split of the Company’s common stock at an exchange ratio of 10-for-1:

 
For
  
 
Against
  
 
Abstain
  
Broker
Non-Votes
25,580,399
  
4,923,508
  
55,271
  
19,886,636

 

 
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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.
 
  
NTN BUZZTIME, INC.
 
 
 
  
Dated: June 20, 2011
By:
 /s/ Kendra Berger
   
Kendra Berger
Chief Financial Officer


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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