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CSSE Chicken Soup for the Soul Entertainment

Filed: 24 Jun 21, 5:25pm

 

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): June 22, 2021

 

CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.
(Exact Name of Registrant as Specified in Charter)

 

Delaware 001-38125 81-2560811

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

132 E. Putnam Avenue, Floor 2W, Cos Cob, CT 06807
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (855) 398-0443

 

N/A
(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):

 

¨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))

 

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    x

 

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. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per shareCSSEThe Nasdaq Stock Market LLC
9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.0001 par value per shareCSSEPThe Nasdaq Stock Market LLC
9.50% Notes due 2025CSSENThe Nasdaq Stock Market LLC

 

 

 

 

 

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

 

On June 22, 2021, Chicken Soup for the Soul Entertainment Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered four proposals: (i) the election of eight directors; (ii) the approval of an amendment to the Company’s 2017 Equity Incentive Plan; (iii) the approval of the Company’s 2021 Employee Stock Purchase Plan; and (iv) the ratification of the appointment of Rosenfield and Company, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. An aggregate of 6,329,531 shares of the Company’s Class A common stock and 7,654,506 shares of the Company’s Class B common stock, which represents a quorum of the voting power of the Class A common stock and Class B common stock, voting together as a single class, entitled to vote on the record date of May 13, 2021, were represented at the Annual Meeting in person (which includes presence at the virtual meeting) or by proxy.

 

The results of the matters voted upon at the Annual Meeting are set forth below:

 

Proposal No. 1 – Election of Directors.

 

The election of each director nominee was approved, as follows:

 

Name For Authority Withheld Broker Non-Votes
William J. Rouhana, Jr. 78,238,898 1,183,282 968,471
Christopher Mitchell 79,373,244 48,936 968,471
Amy L. Newmark 78,216,555 1,205,625 968,471
Fred M. Cohen 78,215,033 1,207,147 968,471
Cosmo DeNicola 78,238,898 1,183,282 968,471
Martin Pompadur 78,232,695 1,189,485 968,471
Christina Weiss Lurie 78,230,576 1,191,604 968,471
Diana Wilkin 78,229,975 1,192,205 968,471

 

Proposal No. 2 – Amendment of the 2017 Equity Incentive Plan.

 

The amendment to the 2017 Equity Incentive Plan to increase the total number of shares of the Company’s Class A common stock available thereunder by an additional 1,250,000 shares, from 1,250,000 shares to 2,500,000 shares was approved, as follows:

 

For Against Abstain Broker Non-Vote
79,407,330 13,208 1,642 968,471

 

 

 

 

Proposal No. 2 – Approval of the 2021 Employee Stock Purchase Plan.

 

The 2021 Employee Stock Purchase Plan, which provides for employees and other service providers of the Company and its parent companies, subsidiaries and affiliates to purchase shares of the Company’s Class A common stock, was approved, as follows:

 

For Against Abstain Broker Non-Vote
79,381,599 39,269 1,312 968,471

 

Proposal No. 4 – Ratification of the Appointment of Rosenfield and Company, PLLC.

 

The ratification of the appointment of Rosenfield and Company, PLLC was approved, as follows:

 

For Against Abstain
80,347,612 30,906 12,133

 

 

 

 

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.

 

Dated: June 24, 2021CHICKEN SOUP FOR THE SOUL
ENTERTAINMENT INC.
 
    
    
 By:/s/ William J. Rouhana, Jr. 
  William J. Rouhana, Jr. 
  Chairman and Chief Executive Officer