Docoh
Loading...

SEAC Seachange International

Filed: 9 Jul 20, 5:00pm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): July 9, 2020

 

 

SEACHANGE INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

DELAWARE 001-38828 04-3197974

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

500 Totten Pond Road, Waltham, MA 02451
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (978) 897-0100

N/A

(Former Name or 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):

 

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

 

  

 

  

 

Common Stock, $0.01 Par Value  SEAC  The Nasdaq Global Select Market
Series A Participating Preferred Stock Purchase Rights  SEAC  The Nasdaq Global Select Market

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.

The Annual Meeting of Stockholders (the “Annual Meeting”) of SeaChange International, Inc. (“SeaChange”) was held on July 9, 2020, at which the stockholders voted on the following matters, as further described in SeaChange’s Proxy Statement filed with the Securities and Exchange Commission on May 27, 2020 (the “Proxy Statement”):

 

 1.

The election of one member, Jeffrey Tuder, to SeaChange’s Board of Directors, to serve for a three-year term as a Class III Director;

 

 2.

The approval, on an advisory basis, of the compensation of SeaChange’s named executive officers, as disclosed in the Proxy Statement under the heading “Compensation Discussion and Analysis” (the “Say-on-Pay Vote”); and

 

 3.

The ratification of the appointment of Marcum LLP, SeaChange’s independent registered public accounting firm for the fiscal year ending January 31, 2021 (the “Auditor Ratification”).

The final voting results, as certified by the independent inspector of elections, Broadridge Financial Solutions, Inc., for each of the proposals submitted to a vote of the stockholders at the Annual Meeting are as follows:

 

   Votes For   Votes Against   Abstentions   Broker
Non-votes
 

Election of Jeffrey Tuder:

   18,642,537    1,809,290    7,871    10,737,415 
   Votes For   Votes Against   Abstentions   Broker
Non-votes
 

Say-on-Pay Vote:

   19,175,831    1,251,680    32,187    10,737,415 
   Votes For   Votes Against   Abstentions   Broker
Non-votes
 

Auditor Ratification:

   30,131,935    1,054,845    10,333    n/a 


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.

 

  SEACHANGE INTERNATIONAL, INC.
Dated: July 9, 2020  by: /s/ Michael D. Prinn
   Michael D. Prinn
   Chief Financial Officer, Senior Vice President and Treasurer