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 22, 2023
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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 22, 2023, Digital Media Solutions, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 93,516,277 shares of the Company’s Class A common stock, Class B common stock, Series A preferred stock and Series B preferred stock were entitled to vote as of May 3, 2023, the record date for the Annual Meeting. There were at 80,020,341 shares voted at the Annual Meeting, at which the stockholders were asked to vote on two proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each 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 | 78,065,158 | 595,974 | 1,359,209 | |||||||||||||||||
| Fernando Borghese | 78,069,946 | 591,186 | 1,359,209 | |||||||||||||||||
| Scott Flanders | 78,329,670 | 331,462 | 1,359,209 | |||||||||||||||||
| Lyndon Lea | 78,155,909 | 505,223 | 1,359,209 | |||||||||||||||||
| Maurissa Bell | 78,167,124 | 494,008 | 1,359,209 | |||||||||||||||||
| Robbie Isenberg | 78,158,489 | 502,643 | 1,359,209 | |||||||||||||||||
| Robert Darwent | 78,153,115 | 508,017 | 1,359,209 | |||||||||||||||||
ii.The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified by the following vote:
| For | Against | Abstain | Broker Non Votes | |||||||||||||||||
| 79,864,849 | 123,044 | 32,448 | — | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |||||||
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 26, 2023
| Digital Media Solutions, Inc. | |||||
| /s/ Anthony Saldana | |||||
| Name: | Anthony Saldana | ||||
| Title: | General Counsel, Executive Vice President of Legal & Compliance and Secretary | ||||