UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders
(a) Zedge, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 18, 2023 (the “Meeting”). Stockholders voted on the matters set forth below.
(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.
The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | |||||||||||||||
| Mark Ghermezian | 1,929,761 | 107,413 | 1,817 | 1,000 | 94.60 | |||||||||||||||
| Elliot Gibber | 1,955,689 | 81,597 | 1,705 | 1,000 | 95.87 | |||||||||||||||
| Howard Jonas | 2,022,465 | 14,921 | 1,605 | 1,000 | 99.14 | |||||||||||||||
| Michael Jonas | 2,031,194 | 6,145 | 1,652 | 1,000 | 99.57 | |||||||||||||||
| Paul Packer | 1,955,374 | 8,912 | 1,705 | 1,000 | 95.85 | |||||||||||||||
| Gregory Suess | 2,029,551 | 7,685 | 1,755 | 1,000 | 99.49 | |||||||||||||||
(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company’s 2016 Stock Option and Incentive Plan (the “Plan”) that would, among other things: (a) increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 685,000; (b) add provisions regarding awards of deferred stock units (which are sometimes referred to as restricted stock units and which we refer to in the proxy statement as “DSUs”) and changes to awarded DSUs; and (c) make other changes to definitions in the Plan.
The number of votes cast with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | ||||
| 1,859,288 | 179,022 | 1,681 | 0 | 91.14 |
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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.
| ZEDGE, INC. | ||
| By: |
/s/ Jonathan Reich | |
| Name: | Jonathan Reich | |
| Title: | Chief Executive Officer | |
Dated: January 23, 2023
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