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) March 9, 2016

 

Digital Turbine, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware   001-35958   22-2267658
(State or Other Jurisdiction of Incorporation)

 

 

 (Commission File Number)   (IRS Employer Identification No.)

 

1300 Guadalupe Street Suite # 302, Austin TX   78701
(Address of Principal Executive Offices)   (Zip Code)

 

(512) 387-7717

(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):

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  
  

 

 

 

 

 

 

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

 

On March 9, 2016, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on January 11, 2016, the record date for the Annual Meeting, there were a total of 66,074,519 shares of common stock of the Company outstanding and 100,000 shares of Series A preferred stock, which are convertible into 20,000 shares of common stock and vote together with the common stock as a single class on an as-converted basis. At the Annual Meeting, 42,881,672 shares, or 64.9% of the outstanding shares of common stock were present in person or by proxy and, therefore, a quorum was present at the Annual Meeting. Each of the proposals was approved, and each of the director nominees was elected, by the vote of the stockholders at the Annual Meeting. The results of the matters submitted to a vote of the stock at the Annual Meeting were as follows:

 

Proposal 1: To elect seven directors to serve on the Company’s board of directors for a one-year term ending as of the Company’s annual meeting of stockholders in 2017.

 

  Director Nominees Votes For Votes Withheld Broker Non-Votes
  Robert Deutschman 19,376,567 2,917,922 20,587,183
  Craig Forman 16,939,469 5,355,020 20,587,183
  Christopher Rogers 19,378,569 2,915,920 20,587,183
  Mohan S. Gyani 21,547,745 746,744 20,587,183
  Jeffrey Karish 20,698,584 1,595,905 20,587,183
  Paul Schaeffer 19,378,569 2,915,920 20,587,183
  William G. Stone III 21,543,578 750,911 20,587,183

  

Proposal 2: To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers, commonly referred to as “Say-on-pay”.

 

For Against Abstain Broker Non-Votes
21,454,541 383,421 456,527 20,587,183

 

 

Proposal 3: To ratify the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2016.

 

For Against Abstain
41,780,876 404,429 696,367

 

 

 

 

 


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 thereunto duly authorized.

 

Dated: March 11, 2016 Digital Turbine, Inc.  
       
       
  By: /s/   Andrew Schleimer  
    Andrew Schleimer  
    Executive Vice President,
Chief Financial Officer