Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2020.
Commission File Number: 001-38252
Spark Networks SE
(Translation of registrant's name into English)
Kohlfurter Straße 41/43
Berlin 10999
Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):________________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):________________
Annual General Meeting.
Spark Networks SE (the “Company”) held an Annual General Meeting of Shareholders on July 29, 2020. The final voting results for each proposal are set forth below.
1. Resolution on the discharge of the members of the Administrative Board for the financial year 2019.
The resolution was approved by shareholders as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valid Votes | | | | Percentage of Share Capital | | |
Votes For | | Votes Against | | Approval Rating Percentage | | |
| | 847,592 | | | | 31.8 % | | 688,978 | | 158,614 | | | 81.2865% | |
2. Resolution on the discharge of the Managing Directors for the financial year 2019.
The resolution was approved by shareholders as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valid Votes | | | | Percentage of Share Capital | | |
Votes For | | Votes Against | | Approval Rating Percentage | | |
| | 847,592 | | | | 31.8 % | | 688,978 | | 158,614 | | | 81.2865% | |
3. Election of the Auditor for the Financial Statements and for the Consolidated Financial Statements as well as for review of interim financial reports.
The resolution was approved by shareholders as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valid Votes | | | | Percentage of Share Capital | | |
Votes For | | Votes Against | | Approval Rating Percentage | | |
| | 847,831 | | | | 31.9% | | 750,227 | | 97,604 | | | 88.4878% | |
4. Resolution on the decrease of the number of Administrative Board members.
The resolution was approved by shareholders as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valid Votes | | | | Percentage of Share Capital | | |
Votes For | | Votes Against | | Approval Rating Percentage | | |
| | 847,819 | | | | 31.9% | | 751,903 | | 95,916 | | | 88.6867% | |
5. Resolution on the amendment of § 16 of the Articles of Association (Remuneration of Administrative Board members).
The resolution was approved by shareholders as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valid Votes | | | | Percentage of Share Capital | | |
Votes For | | Votes Against | | Approval Rating Percentage | | |
| | 785,336 | | | | 29.5% | | 687,727 | | 97,609 | | | 87.5711% | |
6. Resolution on the amendment of § 19 of the Articles of Association (Possibility for Administrative Board members to attend the Annual General Meeting by means of audio and video transmission).
The resolution was approved by shareholders as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valid Votes | | | | Percentage of Share Capital | | |
Votes For | | Votes Against | | Approval Rating Percentage | | |
| | 847,890 | | | | 31.9% | | 753,622 | | 94,268 | | | 88.8820% | |
7. Resolution on the Election of Members of the Administrative Board.
The resolution was approved by shareholders as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Member Nominee | | Valid Votes | | | | Percentage of Share Capital | | |
Votes For | |
Votes Against | |
Approval Rating Percentage | | |
Eric Eichmann | | | 846,964 | | | | 31.8 % | | 748,591 | | 98,373 | | | 88.3852 % | |
David Khalil | | | 846,226 | | | | 31.8 % | | 687,523 | | 158,703 | | | 81.2458 % | |
Bradley J. Goldberg | | | 846,226 | | | | 31.8 % | | 748,591 | | 97,635 | | | 88.4623 % | |
Colleen Birdnow Brown | | | 846,230 | | | | 31.8 % | | 748,597 | | 97,633 | | | 88.4626 % | |
Axel Peter Hefer | | | 846,226 | | | | 31.8 % | | 687,523 | | 158,703 | | | 81.2458 % | |
Cheryl Michel Law | | | 846,230 | | | | 31.8 % | | 748,597 | | 97,633 | | | 88.4626 % | |
Chelsea Grayson | | | 846,230 | | | | 31.8 % | | 748,597 | | 97,633 | | | 88.4626 % | |
8. Resolution on the amendment of § 2 and § 5 of the Articles of Association due to changes resulting from the Act implementing the Second Shareholders’ Rights Directive (ARUG II).
The resolution was approved by shareholders as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valid Votes | | | | Percentage of Share Capital | | |
Votes For | | Votes Against | | Approval Rating Percentage | | |
| | 785,551 | | | | 29.5 % | | 689,804 | | 95,747 | | | 87.8115% | |
9. Resolution on the creation of a new Authorized Capital in the amount of 10% of the share capital with the possibility to exclude shareholders’ subscription rights and corresponding amendments to the Articles of Association.
The resolution was approved by shareholders as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valid Votes | | | | Percentage of Share Capital | | |
Votes For | | Votes Against | | Approval Rating Percentage | | |
| | 784,795 | | | | 29.5 % | | 672,071 | | 112,724 | | | 85.6365% | |
10. Resolution on the authorization to acquire and use treasury shares in accordance with Sec. 71(1) no. 8 German Stock Corporation Act and to exclude subscription rights and rights of tender.
The resolution was approved by shareholders as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valid Votes | | | | Percentage of Share Capital | | |
Votes For | | Votes Against | | Approval Rating Percentage | | |
| | 845,896 | | | | 31.8 % | | 749,847 | | 96,049 | | | 88.6453% | |
11. Resolution on the authorization to issue convertible bonds and/or bonds with warrants up to 50% of the share capital, with the possibility to exclude shareholders’ subscription rights and the creation of a Conditional Capital 2020/1 and corresponding amendments to the Articles of Association.
The resolution was approved by shareholders as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valid Votes | | | | Percentage of Share Capital | | |
Votes For | | Votes Against | | Approval Rating Percentage | | |
| | 846,135 | | | | 31.8 % | | 733,117 | | 113,018 | | | 86.6430% | |
12. Resolution on Spark Networks SE Long Term Incentive Plan.
The resolution was approved by shareholders as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valid Votes | | | | Percentage of Share Capital | | |
Votes For | | Votes Against | | Approval Rating Percentage | | |
| | 785,762 | | | | 29.5 % | | 674,333 | | 111,429 | | | 85.8190% | |
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.
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| SPARK NETWORKS SE | | |
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Date: July 31, 2020 | By: | /s/ Bert Althaus | |
| | Name: Bert Althaus | |
| | Title: Chief Financial Officer
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