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RMGN > SEC Filings for RMGN > Form 8-K on 18-Jul-2013All Recent SEC Filings

Show all filings for RMG NETWORKS HOLDING CORP

Form 8-K for RMG NETWORKS HOLDING CORP


18-Jul-2013

Entry into a Material Definitive Agreement, Amendments to Articles of I


Item 1.01. Entry into a Material Definitive Agreement.

As discussed in Item 5.07 below, on July 12, 2013 at the annual meeting of stockholders (the "Annual Meeting") of RMG Networks Holding Corporation (the "Company"), the Company's stockholders approved the Company's 2013 Equity Incentive Plan (the "2013 Equity Plan"). A description of the material terms of the 2013 Equity Plan, as well as a copy of the 2013 Equity Plan, were included in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 21, 2013 (the "Proxy Statement"). The foregoing is qualified in its entirety by reference to the 2013 Equity Plan previously filed by the Company as Appendix B to the Proxy Statement, which is incorporated herein by reference.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As discussed in Item 5.07 below, on July 12, 2013 at the Annual Meeting, the Company's stockholders approved the amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to (1) change the name of the company from SCG Financial Acquisition Corp. to RMG Networks Holding Corporation and (2) remove certain language related to the Company's earlier status as a special purpose acquisition company. The amendment and restatement became effective upon the filing of an Amended and Restated Certificate of Incorporation (the "Restated Charter") with the Secretary of State of the State of Delaware on July 12, 2013. The foregoing is qualified in its entirety by reference to the Restated Charter, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.



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

At the Annual Meeting held on July 12, 2013, the Company's stockholders
(1) approved the Restated Charter, (2) approved the 2013 Equity Plan, (3) elected each of the two nominees for class I directors for a three-year term expiring in 2016, (4) ratified the appointment of Baker Tilly Virchow Krause, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, (5) approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement, (6) recommended, on a non-binding, advisory basis, that future stockholder advisory votes on the compensation of the Company's named executive officers take place every three years, and (7) authorized the Company's board of directors to adjourn and postpone the Annual Meeting to a later date or dates, if necessary. The final voting results for each proposal submitted to a vote are set forth below:

PROPOSAL 1: Approval of an amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to (i) change the name of the Company to "RMG Networks Holding Corporation" and (ii) remove certain language therefrom related to the Company's earlier status as a special purpose acquisition company.

Votes For Votes Against Abstentions 4,943,149 0 0

PROPOSAL 2: Approval of the Company's 2013 Equity Incentive Plan.

Votes For Votes Against Abstentions Broker Non-Votes 4,902,806 10,900 110 29,323

PROPOSAL 3: Election of Class I Directors.

           Name         Votes For   Votes Against   Abstentions   Broker Non-Votes
     Gregory H. Sachs   4,913,216        510             0             29,323
     Jonathan Trutter   4,913,116        610             0             29,323

PROPOSAL 4: Approval of the ratification of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2013.

Votes For Votes Against Abstentions 4,941,684 1,465 0

PROPOSAL 5: Approval, by non-binding advisory vote, of the compensation of the named executive officers ("Say on Pay").

Votes For Votes Against Abstentions Broker Non-Votes 4,912,416 1,200 210 29,323


PROPOSAL 6: Approval, by non-binding advisory vote, of the frequency of future Say on Pay votes.

One Year Two Years Three Years Abstentions Broker Non-Votes 11,420 802 4,901,604 0 29,323

PROPOSAL 7: Approval to authorize the Board of Directors to adjourn and postpone the annual meeting to a later date or dates.

                      Votes For   Votes Against   Abstentions
                      4,930,974      10,700          1,475



Item 8.01.   Other Events.

Effective as of July 17, 2013, the ticker symbols for the Company's Units and Warrants on the over-the-counter bulletin board changed to "RMGNU" and "RMGNW," respectively.



Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.   Description
    3.1       Amended and Restated Certificate of Incorporation, filed with the
              Secretary of State of the State of Delaware on July 12, 2013.
   10.1       2013 Equity Incentive Plan (incorporated by reference to the exhibit
              previously filed by the Registrant as Appendix B to the Definitive
              Schedule 14A Proxy Statement on June 21, 2013).


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