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): June 5, 2018

 

LEGACY EDUCATION ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-55790   39-2079974
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(IRS Employer

Identification No.)

 

1612 Cape Coral Parkway East, Cape Coral, Florida   33904
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (239) 542-0643

 

N/A

(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 (see General Instruction A.2. below):

 

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))

 

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 (§240.12b-2 of this chapter).

 

Emerging growth company  ☐

 

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.  ☐

 

 

 

 

 

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECUIRITY HOLDERS

 

Four proposals described fully in the 2018 Proxy Statement of Legacy Education Alliance, Inc. (the “Company”) were presented for approval at the Company’s 2018 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 31, 2018. As of the record date, 23,007,519 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 13,228,033 shares of common stock were represented in person or by proxy; therefore, a quorum was present.

 

The stockholders of the Company voted on the following four matters:

 

Proposal 1: Election of Directors

 

There were four directors standing for election at the Annual Meeting. The following persons were nominated and elected to serve as directors of the Company until the 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified: James K. Bass, Anthony C. Humpage, Peter W. Harper, and Cary Sucoff. The voting results for each nominee were as follows:

 

Director  For   Withheld   Broker Non-Votes 
James K. Bass  9,512,047   1,683,855   2,032,131 
Anthony C. Humpage  9,384,841   1,811,061   2,032,131 
Peter W. Harper  9,512,047   1,683,855   2,032,131 
Cary Sucoff   9,512,047   1,683,855   2,032,131 

 

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

 

The proposal to ratify the appointment of MaloneBailey, LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending December 31, 2018, as disclosed in the 2018 Proxy Statement, received the following votes:

 

For   Against     Abstentions     Broker Non-Votes  
11,563,788  

1,664,245

    0     0  

 

Proposal 3: Advisory Vote to Approve Executive Compensation

 

The proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the 2018 Proxy Statement, received the following votes:

 

For   Against     Abstentions     Broker Non-Votes  
9,373,786  

1,822,116

    0     2,032,131  

 

Proposal 4: Advisory Vote on Frequency of Say on Pay

 

The proposal to approve, on a non-binding, advisory basis, the frequency of presenting to stockholders the opportunity to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers, as disclosed in the 2018 Proxy Statement, received the following votes:

 

1 Year   2 Years     3 Years     Abstain  

2,481,575

 

8,684,058

   

20,269

   

10,000

 

 

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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.

 

  LEGACY EDUCATION ALLIANCE, INC.
Date: June 5, 2018    
     
  By: /s/ Anthony C. Humpage
    Name: Anthony C. Humpage
    Title: Chief Executive Officer

 

 

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