UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 15, 2022
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(Exact name of Registrant as specified in its charter)
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| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
(877 ) 236-8632
(Registrant’s telephone number, including area code)
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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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 ☒
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2022, Digital Media Solutions, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). A total of 62,102,666 shares of the Company’s Class A and Class B common stock were entitled to vote as of April 26, 2022, the record date for the Annual Meeting. There were at least 55,265,771 shares voted at the Annual Meeting, at which the stockholders were asked to vote on one proposal. Set forth below is the matter acted upon by the stockholders at the Annual Meeting, and the final voting results of such proposal.
i.The following directors were elected at the Annual Meeting and the voting for each director was as follows:
| Nominees | For | Withheld | Broker Non Votes | |||||||||||||||||
| Joseph Marinucci | 54,556,937 | 708,834 | — | |||||||||||||||||
| Fernando Borghese | 54,553,637 | 712,134 | — | |||||||||||||||||
| Robbie Isenberg | 54,689,042 | 576,729 | — | |||||||||||||||||
| Maurissa Bell | 55,234,055 | 31,716 | — | |||||||||||||||||
| Mary Minnick | 54,692,434 | 573,337 | — | |||||||||||||||||
| Lyndon Lea | 54,676,213 | 589,558 | — | |||||||||||||||||
| Robert Darwent | 54,497,457 | 768,314 | — | |||||||||||||||||
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.
Date: June 22, 2022
| Digital Media Solutions, Inc. | |||||
| /s/ Anthony Saldana | |||||
| Name: | Anthony Saldana | ||||
| Title: | General Counsel, Executive Vice President of Legal & Compliance and Secretary | ||||