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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): March 20, 2025
 
 

 
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
 
 

 
Delaware
001-07731
22-3285224
(State Or Other Jurisdiction
Of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
959 Route 46 East, Suite 210, Parsippany, NJ
07054
(Address of Principal Executive Offices)
(Zip Code)
 
Registrants telephone number, including area code: (973) 428-2000
 
 

 
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)) 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
symbol(s)
 
Name of each exchange
on which registered
Common Stock, par value $.01 per share
 
MSN
 
NYSE American
 
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 Security Holders.
 
Emerson Radio Corp. (the “Company”) held its annual meeting of stockholders for the fiscal year ended March 31, 2024 (the “Annual Meeting”) on March 20, 2025, at 9:30 a.m., Eastern Daylight Time. At the Annual Meeting, 18,309,601 shares of the Company’s common stock were represented either in person or by proxy, which is equal to approximately 87% of the Company’s outstanding common stock as of the February 7, 2025, record date.
 
The following proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 18, 2025, were before the meeting, and they received the following votes:
 
Proposal 1: Election of Directors — All director nominees were elected to hold office until the next annual meeting of stockholders or until their successor is elected and qualified.
 
The final number of votes for, withheld and all shares as to which brokers indicated that they did not have authority to vote with respect to each director nominee were as follows:
 
      Votes   Broker
Nominee
Votes For
 
Withheld
 
Non-Votes
Christopher Ho
15,548,773
 
1,183,345
 
1,577,483
Michael Binney
15,544,979
 
1,187,139
 
1,577,483
Kareem E. Sethi
16,232,593
 
499,525
 
1,577,483
Kin Yuen
16,256,283
 
475,835
 
1,577,483
 
Proposal 2: Ratification of the Appointment of Grassi & Co., CPAs, P.C., as the independent registered public accountants of the Company for the fiscal year ending March 31, 2025 — The stockholders ratified the selection of Grassi & Co., CPAs, P.C. as the independent registered public accounting firm of the Company for its fiscal year ending March 31, 2025.
 
The final number of votes cast for, against or abstaining and broker non-votes were as follows:
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
18,217,740
 
77,262
 
14,599
 
0
 
Proposal 3: Advisory Vote on Executive Compensation — The stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers for the fiscal year ended March 31, 2024.
 
The final number of votes cast for, against or abstaining and broker non-votes were as follows:
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
16,243,567
 
432,649
 
55,902
 
1,577,483
 
 
Proposal 4: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation — The stockholders approved, on an advisory, non-binding basis, the frequency of soliciting a non-binding advisory vote on the compensation of the Company’s named executive officers. 
 
The final number of votes cast for, against or abstaining and broker non-votes were as follows:
 
1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker Non-Votes
1,064,278
 
290,346
 
15,361,862
 
15,632
 
1,577,483
 
 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
EMERSON RADIO CORP.
     
 
By:
/s/ Christopher Ho
   
Name: Christopher Ho
   
Title: Chief Executive Officer
 
Dated: March 25, 2025