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MARK > SEC Filings for MARK > Form 8-K on 4-Nov-2013All Recent SEC Filings

Show all filings for REMARK MEDIA, INC.



Change in Directors or Principal Officers, Submission of Matters to a Vote of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2013, Douglas Osrow, age 40, was appointed Chief Financial Officer of the Company. Most recently, from 2011 until this past month, he was Chief Financial Officer of Paragon Gaming, a leading North American resort developer, owner and operator where he was responsible for re-financing several of the properties and negotiating buy-outs and partnerships. Prior to this he worked as a Vice President in the investment banking division of Citadel Securities, covering real estate, lodging and gaming companies. He began his investment banking career as an Associate at Citigroup Global Markets in the real estate and lodging group. Doug also brings to Remark Media buy side investment and operational experience, having worked as a Senior Analyst at Hawkeye Capital Management, a firm with a value-oriented approach to publicly-traded equity and debt securities. And, he served as the Assistant to the President at Ziff Brothers Investments where he helped grow the infrastructure of the firm. Doug earned an undergraduate degree with honors from Northwestern University and an MBA from Kellogg School of Management in Finance, Accounting and Real Estate.

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

The Company held its 2013 Annual Meeting of Stockholders on October 31, 2013. At the annual meeting, the Company's stockholders:

(1) elected four members of the Board of Directors to hold office until the next annual meeting of stockholders;

(2) ratified the appointment of Cherry, Bekaert & Holland, L.L.P. to serve as the independent registered public accounting firm of the Company for the fiscal year ending 2013;

(3) approved the conversion feature of the April 2, 2013, $4.0 Million senior secured convertible promissory note;

(4) approved the advisory vote on executive compensation - "Say on pay"; and,

(5) approved every three years in the advisory vote on the frequency of advisory votes on executive compensation.

The stockholders voted on these matters as follows:

Election of Directors
Nominee                      For        Withheld       Non-Votes
Theodore P. Botts         3,256,950      69,723          2,548,365
Robert G. Goldstein       3,262,948      63,725          2,548,365
William W. Grounds        3,262,950      63,723          2,548,365
Kai-Shing Tao             3,256,960      69,713          2,548,365

The following proposals were adopted by the margin indicated:

Description of                                                                    Broker
Proposal                        For             Against         Abstain         Non-Votes
Ratification of              5,786,125           9,731           79,182             0
Appointment of Cherry,
Bekaert & Holland,
L.L.P. as Independent
Registered Public

Approval of the              3,227,358          36,823           62,492         2,548,365
conversion feature of
the April 2, 2013,
$4.0 Million senior
secured convertible
promissory note

Proposal for advisory        3,229,739          34,442           62,492         2,548,365
vote on executive
compensation - "Say on

Description of           Every One     Every Two     Three                        Broker
Proposal                    Year         Years       Years        Abstain       Non-Votes
Proposal for               78,029       248,034    2,932,944       67,666       2,548,365
advisory vote on
frequency of
advisory votes on

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