8-K, 5.07, Annual meeting 2013 results
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) November 12, 2013
RealNetworks, Inc.
(Exact name of registrant as specified in its charter)
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Washington | | 000-23137 | | 91-1628146 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1501 First Avenue South, Suite 600
Seattle, Washington 98134
(Address of principal executive offices) (Zip code)
(206) 674-2700
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address if changed since last report)
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:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The RealNetworks, Inc. annual meeting of shareholders was held on November 12, 2013. According to the inspector of elections, shareholders present in person or by proxy, representing 34,140,887 shares, or 95.7%, of RealNetworks common stock entitled to vote (generally entitled to one vote per share), voted on each proposal presented as follows:
Proposal 1 – Election of Directors. The shareholders elected three directors of RealNetworks, each to hold office for a three-year term or until their successors have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Board of Directors). Shareholders voted as follows:
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| | For | | Withheld | | Broker
Non-Votes |
Nominees | | | | | | |
Michael T. Galgon | | 26,980,187 |
| | 2,730,250 |
| | 4,430,450 |
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Dawn G. Lepore | | 27,120,956 |
| | 2,589,481 |
| | 4,430,450 |
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Dominique Trempont | | 26,752,038 |
| | 2,958,399 |
| | 4,430,450 |
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Proposal 2 – Advisory Vote on Executive Compensation. The shareholders approved, on an advisory basis, the compensation of RealNetworks’ named executive officers as disclosed in its proxy statement. Shareholders voted as follows:
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For | | Against | | Abstain | | Broker Non-Votes |
27,276,248 | | 2,399,632 | | 34,557 | | 4,430,450 |
Proposal 3 – Ratification of appointment of independent registered public accounting firm. The shareholders ratified the appointment of KPMG LLP as RealNetworks’ independent registered public accounting firm for the year ending December 31, 2013. Shareholders voted as follows:
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For | | Against | | Abstain | | Broker Non-Votes |
33,992,945 | | 130,723 | | 17,219 | | 0 |
On November 8, 2013, RealNetworks, Inc. received cash of approximately $29.3 million, net of taxes, in exchange for the sale of all of its shares of common stock of LoEn Entertainment, Inc., a digital music distribution company based in Korea.
SIGNATURE
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.
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REALNETWORKS, INC. |
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By: | | /s/ Tim Wan |
| | Tim Wan |
| | Senior Vice President, Chief Financial Officer and Treasurer |
Dated: November 15, 2013