8-K 1 acacia_8k.htm FORM 8-K



Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 12, 2021


(Exact name of registrant as specified in its charter)



Delaware 001-37721 95-4405754
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)


767 3rd Avenue, Suite 602

New York, NY

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (949) 480-8300


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)
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, $0.001 par value per share   ACTG   The NASDAQ Stock Market, LLC


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.


On May 12, 2021, Acacia Research Corporation (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast at www.virtualshareholdermeeting.com/ACTG2021. As of March 15, 2021, the record date for the Annual Meeting, there were 49,279,453 shares of the Company’s common stock (the “Common Stock”), issued, outstanding and entitled to vote, and 350,000 shares of the Company’s Series A Convertible Preferred Stock (“Preferred Shares”) issued, outstanding and entitled to 9,589,042 votes.


At the Annual Meeting, 38,700,666 shares of the Common Stock and 350,000 Preferred Shares were present virtually or represented by proxy, constituting a quorum for the conduct of business at the Annual Meeting.


Set forth below are brief descriptions of the proposals voted upon at the Annual Meeting, and the final results of the stockholder vote on each proposal, as certified by Broadridge Financial Solutions Inspector of Election Services, the inspector of election for the Annual Meeting. These proposals are described in more detail in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 16, 2021.


Proposal No. 1: To elect six directors to serve on the Company’s Board of Directors until the 2022 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.


Directors For Against





Maureen O’Connell 39,833,079 695,604 261,015 7,150,010
Katharine Wolanyk 35,957,021 4,512,645 320,032 7,150,010
Isaac T. Kohlberg 38,640,608 1,895,982 253,108 7,150,010
Jonathan Sagal 39,146,010 1,316,678 327,010 7,150,010
Clifford Press 39,982,881 549,203 257,614 7,150,010
Alfred V. Tobia, Jr. 39,918,707 613,276 257,715 7,150,010


Proposal No. 2: To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.


 Votes For

Votes Against Votes Abstaining Broker Non-Votes
46,326,825 1,509,270 103,613 0


Proposal No. 3: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.


 Votes For

Votes Against Votes Abstaining Broker Non-Votes
38,829,606 791,854 1,168,238 7,150,010


Proposal No. 4: To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements applicable to special corporate actions, was as follows:


 Votes For

Votes Against Votes Abstaining Broker Non-Votes
40,082,062 599,247 108,389 7,150,010



No other matters were presented for consideration or stockholder action at the Annual Meeting.








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: May 18, 2021



  Acacia Research Corporation  
  By: /s/ Clifford Press  
    Chief Executive Officer