8-K


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
August 11, 2015
Date of Report (Date of earliest event reported)
 
 
Rentrak Corporation
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
 
 
Oregon
 
000-15159
 
93-0780536
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
7700 NE Ambassador Place
Portland, Oregon 97220
(Address of Principal Executive Offices and Zip Code)
503-284-7581
(Registrant’s telephone number, including area code)
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:
 
¨
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))







Item 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Rentrak Corporation (the “Company”) was held on Tuesday, August 11, 2015, in Portland, Oregon. Shareholders representing 14,330,230 shares, or 93.57% of the outstanding shares as of the June 17, 2015 record date, were present in person or were represented at the meeting by proxy. The final results of voting for each matter submitted to a vote of shareholders at the meeting are as follows.
Proposal 1: Election of Directors
Each of the eight nominees for director was elected, and the voting results are set forth below:
 
Nominee
 
For
 
Withheld
 
Broker Non-Votes
David Boylan
 
8,371,588
 
2,287,524
 
3,671,118
William Engel
 
10,522,177
 
136,935
 
3,671,118
Patricia Gottesman
 
10,623,535
 
35,577
 
3,671,118
William Livek
 
10,572,775
 
86,337
 
3,671,118
Anne MacDonald
 
10,607,588
 
51,524
 
3,671,118
Martin O’Connor
 
10,538,423
 
120,689
 
3,671,118
Brent Rosenthal
 
10,620,885
 
38,227
 
3,671,118
Ralph Shaw
 
10,580,452
 
78,660
 
3,671,118
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The ratification of the appointment of Grant Thornton LLP was approved, and the voting results are set forth below:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
14,268,212
 
53,868
 
8,150
 
Proposal 3: Advisory Approval of Named Executive Officer Compensation
The proposal to approve, as an advisory vote, the compensation of the Company’s named executive officers was approved, and the voting results are set forth below:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
7,588,956
 
3,052,347
 
17,809
 
3,671,118






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.
Date: August 13, 2015
 
 
 
 
RENTRAK CORPORATION
 
 
By:
 
/s/ David I. Chemerow
Name:
 
David I. Chemerow
Title:
 
Chief Operating Officer, Chief Financial Officer and Secretary