UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 2013
VRINGO, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34785 | 20-4988129 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
780 Third Avenue, 15th Floor, New York, New York 10017
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (212) 309-7549
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On July 18, 2013, the Company held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 59,884,238 votes were present in person or represented by proxy, which represented 72.36% of the total outstanding eligible votes as of the record date of May 23, 2013.
(b) The following actions were taken in the Annual Meeting:
| (1) | The following eight nominees were elected to serve on the Company’s board of directors until the Company’s 2014 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following votes: |
| Name of Director Nominees |
Votes For | Votes Withheld |
Broker Non-Vote |
| Andrew D. Perlman | 13,072,821 | 447,071 | 46,364,346 |
| John Engelman | 13,329,249 | 190,643 | 46,364,346 |
| Andrew Kennedy Lang | 13,066,374 | 438,518 | 46,364,346 |
| Alexander R. Berger | 12,986,387 | 533,505 | 46,364,346 |
| Donald E. Stout | 13,007,982 | 511,910 | 46,364,346 |
| H. Van Sinclair | 13,045,927 | 473,965 | 46,364,346 |
| Ashley C. Keller | 13,356,674 | 163,218 | 46,364,346 |
| Noel J. Spiegel | 13,326,673 | 193,219 | 46,364,346 |
| (2) | The selection of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, was ratified, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| 58,451,487 | 1,012,657 | 420,094 | 0 |
| (3) | The compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting was approved, on advisory basis, based on the following votes: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| 11,774,489 | 1,536,219 | 209,184 | 46,364,346 |
| (4) | A stockholder advisory vote on the compensation of the Company’s named executive officers was recommended, on advisory basis, to be held each year, based on the following votes: |
| Every Year | Every Two Years | Every Three Years | Votes Abstain | Broker Non-Vote |
| 10,714,327 | 321,623 | 2,303,003 | 180,939 | 46,364,346 |
(d) Consistent with the recommendation of the board of directors in the Proxy Statement and the stockholder votes at the Annual Meeting, the board of directors has determined to hold a non-binding, advisory vote on the compensation of our named executive officers every year until the earlier of (i) the next required vote on the frequency of such advisory vote, which is currently expected to be held at our 2014 annual meeting of stockholders; or (ii) such date that the board of directors decides to hold the next stockholder advisory vote on the frequency of such advisory votes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VRINGO, INC. | |||
| Dated: July 19, 2013 | By: |
/s/ Andrew D. Perlman | |
| Name: | Andrew D. Perlman | ||
| Title: | Chief Executive Officer | ||