6-K 1 a6-kagmresults.htm 6-K 07-31-2020 AGM RESULTS 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 % 688,978158,614 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 % 688,978158,614 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% 750,22797,604 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% 751,90395,916 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% 687,72797,609 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% 753,62294,268 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 %
 748,59198,373 88.3852 %
David Khalil  846,226   31.8 % 687,523158,703 81.2458 %
Bradley J. Goldberg  846,226   
31.8 %
 748,59197,635 88.4623 %
Colleen Birdnow Brown  846,230   
31.8 %
 748,59797,633 88.4626 %
Axel Peter Hefer  846,226   
31.8 %
 687,523158,703 81.2458 %
Cheryl Michel Law  846,230   
31.8 %
 748,59797,633 88.4626 %
Chelsea Grayson  846,230   31.8 % 748,59797,633 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 % 689,80495,747 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 % 672,071112,724 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 % 749,84796,049 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 % 733,117113,018 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 % 674,333111,429 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.
 
 
 SPARK NETWORKS SE 
    
    
Date: July 31, 2020
By:
/s/ Bert Althaus
 
  
Name: Bert Althaus
 
  
Title: Chief Financial Officer