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MSN > SEC Filings for MSN > Form 8-K on 12-Nov-2013All Recent SEC Filings

Show all filings for EMERSON RADIO CORP

Form 8-K for EMERSON RADIO CORP


12-Nov-2013

Submission of Matters to a Vote of Security Holders, Change in Directors or Pr


Item 5.07 Submission of Matters to a Vote of Security Holders

Emerson Radio Corp. (the "Company") held its annual meeting of stockholders on November 7, 2013 (the "Annual Meeting"). At the Annual Meeting, 25,727,363 shares of our common stock were represented either in person or by proxy, which is equal to 94.83% of our issued and outstanding common stock. At the Annual Meeting, the Company's stockholders voted to (i) elect the ten nominees named below to the Company's Board of Directors (the "Board") until the next annual meeting of the stockholders or until their successors are duly elected and qualified, (ii) approve executive compensation of the Company's named executive officers in an advisory vote, (iii) have an advisory vote on executive compensation every three years, (iv) ratify the appointment of MSPC Certified Public Accountants and Advisors, A Professional Corporation as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014, (v) reject a shareholder proposal to request the Board to declare and pay a special dividend and (vi) reject a shareholder proposal to recommend that the Board adopt cumulative voting. Christopher Ho, the Company's Chairman, did not seek re-election to the Board at the Annual Meeting. In addition to the director nominees named in the Company's proxy statement, three director nominees were nominated from the floor at the Annual Meeting and are named below.

Proposal 1: Election of Directors - The number of votes for, withheld and abstained and all shares as to which brokers indicated that they did not have authority to vote with respect to each director nominee were as follows:

Nominee                         Votes For          Votes Withheld         Votes Abstained         Broker Non-Votes
Eduard Will                       1,707,846             20,936,267                       0                3,083,250
Duncan Hon*                      17,553,751              5,090,362                       0                3,083,250
Vincent Fok*                     17,568,670              5,075,443                       0                3,083,250
Mirzan Mahathir                   1,233,417             21,410,696                       0                3,083,250
Kareem E. Sethi*                 17,030,989              5,613,124                       0                3,083,250
Terence A. Snellings*            19,649,676              2,994,437                       0                3,083,250
John Howard Batchelor*           17,549,076              5,095,037                       0                3,083,250
Gregory William Hunt*            19,753,674              2,890,439                       0                3,083,250
Mark Manski*                     19,753,674              2,890,439                       0                3,083,250
Roderick John Sutton*            17,551,250              5,092,863                       0                3,083,250
Additional Nominees
Nicholas James Gronow*           15,243,283                      0                       0                        0
Lionel Choong*                   15,243,283                      0                       0                        0
Mark Sims Chadwick                        0             15,243,283                       0                        0

* Elected by plurality of votes.

Proposal 2: Advisory Vote to Approve Our Executive Compensation - The final number of votes cast for, against or abstaining and broker non-votes were as follows:

Votes For Votes Against Votes Abstained Broker Non-Votes 17,940,783 4,658,879 44,451 3,083,250


Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation - The final number of votes cast for frequencies of every one year, two years or three years were as follows:

Votes For One Year Votes For Two Years Votes For Three Years Votes Abstained Broker Non-Votes 6,807,360 36,502 15,775,750 24,501 3,083,250

Proposal 4: Ratification of the Appointment of MSPC Certified Public Accountants and Advisors, A Professional Corporation as the Company's Independent Registered Public Accounting Firm for the fiscal year ending March 31, 2014 - The final number of votes cast for, against or abstaining and broker non-votes were as follows:

Votes For Votes Against Votes Abstained Broker Non-Votes 22,923,550 2,715,052 88,761 0

Proposal 5: Shareholder Proposal to Request the Board to Declare and Pay a Special Dividend - The final number of votes cast for, against or abstaining and broker non-votes were as follows:

Votes For Votes Against Votes Abstained Broker Non-Votes 4,168,173 18,450,746 25,194 3,083,250

Proposal 6: Shareholder Proposal to Recommend to the Board to Adopt Cumulative Voting- The final number of votes cast for, against or abstaining and broker non-votes were as follows:

Votes For Votes Against Votes Abstained Broker Non-Votes 6,446,357 16,148,626 49,130 3,083,250



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

As a result of the election for directors held at the Company's Annual Meeting, Duncan Hon, Vincent Fok, Kareem E. Sethi, Terence A. Snellings, John Howard Batchelor, Gregory William Hunt, Mark Manski, Roderick John Sutton, Nicholas James Gronow and Lionel Choong were elected as directors until the next annual meeting of the stockholders or until their successors are duly elected and qualified.

Immediately following the Annual Meeting, however, John Howard Batchelor, Roderick John Sutton and Nicholas James Gronow resigned from the Board, effective immediately. Accordingly, the Board agreed that it was in the best interest of the Company and its stockholders to fix the number of directors at seven, thereby returning the Board to its previous size prior to the Annual Meeting. The Board then approved a decrease in the size of the Board from ten directors to seven directors.


As a result, the current members of the Board are Lionel Choong, Vincent Fok, Duncan Hon, Gregory Hunt, Mark Manski, Kareem E. Sethi and Terence A. Snellings. The Board has determined that Messrs. Choong, Hunt, Manski, Sethi and Snellings are independent directors and that Messrs. Fok and Hon are not independent directors. As a result, five of the current seven members of the Board are independent directors.

Messrs. Sethi, Snellings and Hunt were appointed to serve on the Company's Audit Committee, which the Board increased from two to three members. Mr. Fok was elected by the directors as Chairman of the Board and Mr. Choong was elected by the directors as Vice Chairman of the Board.

Lionel Choong, who was elected as a director after being nominated from the floor at the Annual Meeting, is a consultant for Zenith Professionals Ltd., acting Chief Financial Officer of Global Regency Ltd., and Board Advisor to Really Sports Co., Ltd. Mr. Choong has a wide range of experience in a variety of senior financial positions with companies in Hong Kong, the PRC and London. His experience encompasses building businesses, restructuring insolvency, corporate finance, and initial public offerings in a number of vertical markets including branded apparel, consumer and lifestyle, consumer products, pharmaceuticals, and logistics. From 2008 to May 2011, Mr. Choong was Chief Financial Officer of Sinobiomed, Inc., a NASDAQ-listed company. Mr. Choong is a member of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants, and holds an Investors Representative License from the Securities and Futures Commission, Hong Kong. Mr. Choong is a CPA and holds a Bachelor of Arts in Accountancy from London Guildhall University, UK, and a Master of Business Administration from the Hong Kong University of Science and Technology and the Kellogg School of Management at Northwestern University.

The Grande Holdings Limited (In Liquidation) ("Grande Holdings"), (together with Grande N.A.K.S., Ltd. ("N.A.K.S.") and S&T International Distribution Limited ("S&T"), the "Stockholders") and each of Messrs. Fok, Hunt, Manski and Choong have entered into agreements pursuant to which, among other things, the Stockholders will indemnify and hold harmless each of such directors from claims, actions or demands that arise out of or in any way relate to certain actions, including running for election to the Board or serving on the Board, to the extent not otherwise indemnified by the Company or any other source of Company-related indemnification or insurance.



Item 8.01 Other Events

As a Controlled Company, as defined in Section 801(a) of the NYSE MKT Rules, the Company is exempt from the requirement to have (i) the compensation of its executives determined by a compensation committee comprised solely of independent directors or by a majority of the Board of Directors' independent directors and (ii) director nominees selected by a nominating committee comprised entirely of independent directors or by a majority of the independent directors. Accordingly, following the Annual Meeting, the Board abolished its Corporate Governance, Nominating and Compensation Committee effective immediately on November 7, 2013.

Prior to the abolishment of the Corporate Governance, Nominating and Compensation Committee, the Board changed the Company's policy concerning related party transactions, to require that any proposed related party transaction, regardless of size or monetary value, must be presented to all of the independent directors of the Board and must be pre-approved by a majority of the independent directors on the Board in order to proceed.


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