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MARK > SEC Filings for MARK > Form 8-K on 21-Feb-2014All Recent SEC Filings

Show all filings for REMARK MEDIA, INC.



Change in Directors or Principal Officers, Amendments to Articles of Inc. or B

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

On February 17, 2014, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Remark Media, Inc. (the "Company") awarded 275,000 shares of the Company's common stock to Pacific Star Capital Management LP ("Pacific Star"), an entity controlled by Kai-Shing Tao, the Company's Chairman of the Board and Chief Executive Officer, as compensation for providing Mr. Tao's services as the Company's Chief Executive Officer from September 2012 to December 2013.

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

On February 17, 2014, the Board approved and adopted Amendment No. 1 to the Company's Second Amended and Restated Bylaws (the "Bylaw Amendment"), which Bylaw Amendment became effective immediately upon its adoption by the Board. The Bylaw Amendment removes the requirement that each standing committee of the Board consist of at least three members.

The foregoing description of the Bylaw Amendment is not complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

3.1 Amendment No. 1 to the Second Amended and Restated Bylaws.

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