Unassociated Document

 
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):  October 23, 2009
 
interCLICK, Inc.
(Exact Name of Registrant as Specified in Charter)
 
 
Delaware
  
333-141141
  
01-0692341
 
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
       

257 Park Avenue South
Suite 602
New York, NY
  
10010
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (646) 722-6260

 
(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:
 
  o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  o
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 7.01 Regulation FD Disclosure.
Item 8.01 Other Events.

On October 23, 2009, the shareholders of interCLICK, Inc. (the “Company”) voted to approve a reverse stock split of the Company’s common stock at the Company’s 2009 annual meeting of shareholders (the “Meeting”).  After the close of trading on October 23, 2009, the Company amended its Certificate of Incorporation by filing a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”) to implement a one-for-two reverse stock split.

The Company issued a press release announcing the results of the Meeting.  The press release is attached to this Form 8-K as Exhibit 99.1.

The results for each of the proposals are listed below.
 
           
Proposal
  
For
Against
Withheld
Abstain
           
To elect the following as directors:
          
     Barry Honig
  
26,553,031
          0
1,386,657
  
     Michael Brauser
  
26,553,081
          0
1,386,607
  
     Brett Cravatt
  
27,481,366
          0
   458,322
  
     Michael Katz
  
27,377,801
          0
   561,887
  
     Michael Mathews
  
27,377,031
          0
   562,657
  
           
  To approve an amendment to our Certificate of Incorporation to effect a reverse stock split
  
 
26,304,960
 
1,310,683
  
 
     24,045
  To ratify the adoption of and the amendments to the Company’s equity incentive plans
  
 
25,796,163
 
   952,034
  
 
1,191,491
  To approve the ratification of J.H. Cohn LLP as our independent registered public accounting firm
  
 
25,877,200
 
       2,700
  
 
1,759,788

 
Item 9.01 Financial Statements and Exhibits.
 
Exhibit No.
Exhibit
   
99.1
Press Release Announcing Annual Meeting Results


 

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.
 
Date:  October 23, 2009
  interCLICK, Inc.  
       
 
By:
/s/ Michael Mathews  
   
Michael Mathews
  
   
Chief Executive Officer