8-K 1 form8-k20190509.htm FORM 8-K DATED MAY 9, 2019 Document


 
 
 
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): May 9, 2019
 
 
 
Qumu Corporation 
(Exact name of Registrant as Specified in its Charter)
 
 
Minnesota
 
(State Or Other Jurisdiction Of Incorporation)
 
 
 
000-20728
 
41-1577970
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
510 1st Avenue North, Suite 305
 
 
Minneapolis, MN
 
55403
(Address Of Principal Executive Offices)
 
(Zip Code)
 
 
 
 
(612) 638-9100
 
Registrant’s Telephone Number, Including Area Code
 
 
 

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:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol
 
Name of each exchange on which registered
Common stock, par value $0.01
 
QUMU
 
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934. o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 
 
 
 
 




Items under Sections 1 through 4 and 6 through 9 are not applicable and therefore omitted.
ITEM 5.07      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 9, 2019, Qumu Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). Of the 9,765,392 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting on the March 21, 2019 record date, 7,839,983 shares, or approximately 80.3%, were present at the Annual Meeting either in person or by proxy. 
The following describes the matters considered by the Company’s shareholders at the Annual Meeting, as well as the results of the votes cast at the meeting:
1.
To elect five (5) directors to serve until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified. 
Nominee
 
For
 
Withhold
 
Broker Non-Vote
Vern Hanzlik
 
4,279,140
 
752,296
 
2,808,547
Robert F. Olson
 
4,280,840
 
750,596
 
2,808,547
Neil E. Cox
 
4,911,871
 
119,565
 
2,808,547
Daniel R. Fishback
 
4,280,140
 
751,296
 
2,808,547
Kenan Lucas
 
4,842,651
 
188,785
 
2,808,547

Thomas F. Madison was withdrawn as a nominee following his death on April 10, 2019, reducing the number of nominees for election at the Annual Meeting from six to the five stated above.
2.
To approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
For
 
Against
 
Abstain
 
Broker Non-Vote
4,231,669
 
798,441
 
1,326
 
2,808,547
 
3.
To ratify and approve the appointment of RSM US LLP as the independent registered public accounting firm for Qumu Corporation for the year ending December 31, 2019.
For
 
Against
 
Abstain
 
Broker Non-Vote
7,746,364
 
68,494
 
25,125
 
—
 
As a result, each nominee was elected as a director of the Company and each other proposal was approved at the Annual Meeting.

Additionally, the Governance Committee recommended and the Board of Directors approved the composition of the standing committees of the Board of Directors to be as follows effective immediately following the election of directors at the Annual Meeting:
Audit Committee
Kenan Lucas, Chair
Neil E. Cox
Daniel R. Fishback
Compensation Committee
Daniel R. Fishback, Chair
Neil E. Cox
Robert F. Olson
Governance Committee
Neil E. Cox, Chair
Kenan Lucas
Robert F. Olson
 
 




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, thereunto duly authorized.
 
 
 
 
QUMU CORPORATION
 
 
 
 
By:
/s/ David G. Ristow
 
 
David G. Ristow
 
 
Chief Financial Officer
 
 
 
Date: May 14, 2019