UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): September 8, 2015
TUCOWS INC.
(Exact Name of Registrant Specified in Charter)
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Pennsylvania (State or Other Jurisdiction of Incorporation) |
0-28284 (Commission File Number) |
23-2707366 (I.R.S. Employer Identification No.) |
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96 Mowat Avenue, Toronto, Ontario, Canada, Suite 200 |
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M6K 3M1 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (416) 535-0123
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 (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) |
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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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
Tucows Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on September 8, 2015. The following matters, all of which were set forth in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on July 28, 2015, were voted on at the Annual Meeting. The results of such voting are as indicated below.
1. Election of Directors
The Company’s shareholders voted upon and elected the following nominees to serve on the Company’s Board of Directors for a term of one year expiring at the 2016 Annual Meeting of Shareholders.
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Director |
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For |
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Authority Withheld | ||
| Allen Karp | 3,920,754 | 108,011 | ||||
| Elliot Noss | 3,941,868 | 86,897 | ||||
| Erez Gissin | 3,938,254 | 90,511 | ||||
| Jeffery Schwartz | 3,938,504 | 90,261 | ||||
| Joichi Ito | 2,967,352 | 1,061,413 | ||||
| Rawleigh Ralls | 3,938,006 | 90,759 | ||||
| Robin Chase | 3,933,668 | 95,097 | ||||
There were 2,872,411 broker non-votes with respect to the election of directors.
2. Approval to Amend and Restate 2006 Equity Compensation Plan
The Company’s shareholders voted upon and approved the proposal to amend and restate the 2006 Equity Compensation Plan.
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For |
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Against |
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Abstain |
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| 3,843,523 | 172,509 | 12,733 |
3. Ratification of Appointment of Independent Auditors
The Company’s shareholders voted upon and ratified the appointment of KPMG LLP as the independent auditors of the Company and its subsidiaries for the fiscal year ending December 31, 2015
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For |
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Against |
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Abstain |
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6,764,009 |
101,969 |
35,198 |
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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 hereunto duly authorized.
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TUCOWS INC. |
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| By: | /s/ Michael Cooperman | ||
| Michael Cooperman | |||
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Chief Financial Officer |
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Dated: September 9, 2015