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): July 23, 2020
Super League Gaming, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE
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001-38819
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47-1990734
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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2812 Colorado Avenue
Santa Monica, California 90404
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(Address of principal executive offices)
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(802) 294-2754
(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:
☐ 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. ☐
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common
Stock, par value $0.001 per share
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SLGG
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Nasdaq
Capital Market
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Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective July 24, 2020, Mr. Samir Ahmed resigned
as the Chief Technology Officer of Super League Gaming, Inc. (the
“Company”) in order to pursue other business
opportunities. Mr. Ahmed will continue to serve as a
strategic consultant to the Company handling special
projects. Mr. Ahmed’s resignation was not based on any policy
disagreements between Mr. Ahmed and the Company.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
See
Item 5.07 below with respect to the filing of the Classified Board
Amendment (defined below) to the Company’s Amended and
Restated Certificate of Incorporation.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On July 23, 2020, the
Company held its 2020 Annual Meeting of Stockholders (the
“Annual
Meeting”). The
matters voted upon at the Annual Meeting and the results of the
voting are set forth below.
Proposal No. 1 - Election of Directors
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For
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Withheld
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Ann Hand
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6,189,968
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218,918
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David Steigelfest
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6,189,273
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219,613
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Jeff Gehl
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6,213,614
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105,272
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Kristin Patrick
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6,211,523
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197,363
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Michael Keller
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6,210,768
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198,118
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Mark Jung
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6,157,166
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251,720
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The Company’s Directors are elected by a
plurality of the votes cast. Stockholders elected Ann Hand,
David Steigelfest, Jeff Gehl, Kristin
Patrick, Michael Keller and Mark Jung to serve on the Board of
Directors until the end of their respective terms, as modified by
the Classified Board Amendment (defined
below).
Proposal No. 2: Amendment to Our Amended and Restated
Certificate of Incorporation to Classify our Board of Directors
(the “Classified Board Amendment”).
For
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Against
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Abstain
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6,187,286
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216,207
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5,393
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The vote required to approve this proposal was the affirmative vote
of at least 5,213,880 shares, which represents a majority of the
shares of the Company’s common stock, par value $0.001 per
share, outstanding on May 27, 2020, the record date for the Annual
Meeting. Accordingly, stockholders approved the Classified Board
Amendment to classify our Board of Directors into three classes
with staggered three-year terms.
Following the
approval of the Classified Board Amendment by the Company’s
stockholders at the Annual Meeting, the Classified Board Amendment
was filed with the Delaware Secretary of State on July 24, 2020. A
copy of the Classified Board Amendment is attached to this Current
Report on Form 8-K as Exhibit 3.1, and is incorporated by reference
herein.
As a
result of the filing of the Classified Board Amendment with the
Delaware Secretary of State, members of the Company’s Board
of Directors will now be classified into three classes with staggered three-year terms
(with the exception of the expiration of the initial Class I and
Class II directors), as follows:
●
Class I , comprised of two directors, initially
Kristin Patrick and David Steigelfest (with their initial terms
expiring at our 2021 annual meeting of stockholders and members of
such class serving successive three-year terms
thereafter);
●
Class II , comprised of two directors, initially Jeff
Gehl and Michael Keller (with their initial terms expiring at our
2022 annual meeting of stockholders and members of such class
serving successive three-year terms thereafter);
and
●
Class III , comprised of two directors, initially Ann
Hand and Mark Jung (with their initial terms expiring at our 2023
annual meeting of stockholders and members of such class serving
successive three-year terms thereafter).
Proposal No. 3: Amendment to the 2014 Plan to Increase the Number
of Shares Authorized for Issuance.
For
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Against
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Abstain
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6,149,468
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249,362
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10,056
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The vote required to approve this proposal
was the affirmative vote of a majority of the votes cast on the
proposal. Accordingly, stockholders approved the amendment to the
Super League Gaming, Inc. Amended and Restated 2014 Stock Option
and Incentive Plan
to increase
the number of shares of common stock available for issuance under
the 2014 Plan by 750,000
shares.
Proposal No. 4: Ratification of Appointment of
Auditors.
For
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Against
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Abstain
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8,286,457
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4,014
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18,415
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The vote required to approve this proposal
was the affirmative vote of a majority of the votes cast on the
proposal. Accordingly, stockholders ratified the appointment of
Squar Milner LLP. as the Company’s independent auditors for
the fiscal year ending December 31, 2020.
For
more information about the foregoing proposals, please review the
Company’s definitive proxy statement, filed with the
Securities and Exchange Commission on June 15,
2020.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
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Amended
and Restated Certificate of Incorporation
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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 thereunto duly authorized.
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Super
League Gaming, Inc.
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Date:
July 24, 2020
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By:
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/s/ Clayton Haynes
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Clayton
Haynes
Chief
Financial Officer
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