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NTN > SEC Filings for NTN > Form 8-K/A on 13-Jun-2013All Recent SEC Filings

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Form 8-K/A for NTN BUZZTIME INC


13-Jun-2013

Submission of Matters to a Vote of Security Holders


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

At the 2013 annual meeting of stockholders held on June 7, 2013, the Company's stockholders considered and voted upon the following proposals:

1. To elect five (5) directors to hold office until the 2014 annual meeting of stockholders and until their respective successors are duly elected and qualified;

2. To ratify the appointment of Mayer Hoffman McCann P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013;

3. To approve an amendment to the Company's Restated Certificate of Incorporation to increase the number of total authorized shares from 94,000,000 to 178,000,000 and to increase the number of authorized shares of common stock from 84,000,000 to 168,000,000;

4. To vote on a non-binding advisory resolution to approve the compensation of the Company's named executive officers; and

5. To vote on a non-binding advisory basis regarding the frequency of future voting on the non-binding advisory vote on the compensation of the Company's named executive officers.

The number of shares of common stock issued, outstanding and eligible to vote at the 2013 annual meeting as of the record date of April 12, 2013 was 71,542,491. The final voting results on each of the matters presented to the stockholders are as follows:

1. Election of Directors: The five (5) individuals below were elected as directors until the 2014 annual meeting of stockholders and until their respective successors are duly elected and qualified.

                                             Broker
Name                 For       Withheld    Non-Votes
Jeff Berg         45,353,018    517,108    15,426,217
Mary Beth Lewis   36,007,190   9,862,936   15,426,217
Steve Mitgang     44,500,785   1,369,341   15,426,217
Tony Uphoff       45,085,583    784,543    15,426,217
Paul Yanover      45,085,683    784,443    15,426,217

2. Ratification of Mayer Hoffman McCann, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013: The appointment of Mayer Hoffman McCann P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified.

For Against Abstain
61,098,680 136,304 61,359

3. Approval of an amendment to the Company's Restated Certificate of Incorporation to increase the number of total authorized shares from 94,000,000 to 178,000,000 and to increase the number of authorized shares of common stock from 84,000,000 to 168,000,000: The amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares was approved.

For Against Abstain
57,000,378 3,842,537 453,428

4. Vote on a non-binding advisory resolution to approve the compensation of the Company's named executive officers: The non-binding advisory resolution of the compensation of the Company's named executive officers was approved.

                                       Broker
     For        Against    Abstain   Non-Votes
  35,745,654   9,802,987   321,485   15,426,217

5. Vote on a non-binding advisory basis regarding the frequency of future voting on the non-binding advisory vote on the compensation of the Company's named executive officers: The alternative (every year, every other year or every three years) that received the largest number of votes (other than "abstain") was designated the stockholders' non-binding preference as to frequency of future voting on the non-binding advisory vote on the compensation of the Company's named executive officers. The stockholders' non-binding preference was every three years.

                                                   Broker Non-Votes
   One Year    Two Years   Three Years   Abstain
  18,128,864    985,314    25,776,067    979,881      15,426,217

In light of and in accordance with the stockholder's non-binding preference, the Company has decided to include a non-binding advisory stockholder vote on the compensation of the Company's named executive officers in its proxy materials every three years until the next required non-binding advisory vote on the frequency of voting on the non-binding advisory vote on the compensation of the Company's named executive officers.

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