0000829323-17-000033.txt : 20170619 0000829323-17-000033.hdr.sgml : 20170619 20170619161802 ACCESSION NUMBER: 0000829323-17-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170619 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170619 DATE AS OF CHANGE: 20170619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Inuvo, Inc. CENTRAL INDEX KEY: 0000829323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 870450450 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32442 FILM NUMBER: 17918712 BUSINESS ADDRESS: STREET 1: 500 PRESIDENT CLINTON AVE., STE. 300 CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 501-205-8508 MAIL ADDRESS: STREET 1: 500 PRESIDENT CLINTON AVE., STE. 300 CITY: LITTLE ROCK STATE: AR ZIP: 72201 FORMER COMPANY: FORMER CONFORMED NAME: INUVO, INC. DATE OF NAME CHANGE: 20090810 FORMER COMPANY: FORMER CONFORMED NAME: KOWABUNGA! INC. DATE OF NAME CHANGE: 20081106 FORMER COMPANY: FORMER CONFORMED NAME: THINK PARTNERSHIP INC DATE OF NAME CHANGE: 20060315 8-K 1 form8-kxxams6x19x17507.htm 8-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 19, 2017
 

INUVO, INC.
(Exact name of registrant as specified in its charter)


Nevada
001-32442
87-0450450
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


500 President Clinton Ave., Suite 300, Little Rock, Arkansas
72201
(Address of principal executive offices)
(Zip Code)


Registrant's telephone number, including area code
501-205-8508

 (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))

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    o
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.    o 



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

On June 19, 2017, Inuvo, Inc. (the “Company”) held an annual meeting of stockholders where four proposals were voted upon. The proposals are described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2017. Of the 28,544,272 shares of common stock outstanding and entitled to vote at the annual meeting, 14,238,608 shares (or 49.9%), constituting a quorum, were represented in person or by proxy at the annual meeting.  The final vote on the proposals was recorded as follows:

Proposal 1. The following Class III Directors were elected at the annual meeting to hold office until the 2020 meeting of stockholders according to the following final tabulation of votes:

 
For
Against
Charles D. Morgan
11,920,732
2,317,876
Patrick Terrell
11,941,773
2,296,835

Proposal 2. The appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm was ratified, based upon the following final tabulation of votes:

For
Against
Abstain
12,810,893
1,331,695
96,020

Proposal 3. The 2017 Equity Compensation Plan was adopted, based upon the following final tabulation of votes:

For
Against
Abstain
9,589,880
4,571,395
77,333,000

Proposal 4. The non-binding advisory vote on the frequency of holding the Say On Pay Vote (Say On Pay Frequency) received the following votes:

One Year
Two Years
Three Years
Abstain
5,219,983
119,410
8,719,197
162,900



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.
 
 
INUVO, INC.
 
Date:  June 19, 2017
By:
/s/ John Pisaris
 
 
         John Pisaris, General Counsel