vsnt-20260625
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): June 25, 2026
| Versant Media Group, Inc. | ||||||||
(Exact Name of Registrant as Specified in its Charter) | ||||||||
| Pennsylvania | 001-42856 | 39-2087186 | ||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| 229 West 43rd Street | ||||||||
New York, NY | 10036 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (646) 832-1000
(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))
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of Each Class | Trading symbol(s) | Name of Each Exchange on Which Registered | ||||||
| Class A Common Stock, $0.01 par value | VSNT | 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 June 25, 2026, Versant Media Group, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders to consider and vote on the four proposals set forth below, each of which is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2026, as supplemented by the Company’s definitive additional materials on Schedule 14A filed with the SEC on June 11, 2026 (together with the additional materials, the “Proxy Statement”). The results of the voting on such matters are set forth below:
Proposal 1: The following nominees were elected to serve on the Company’s Board of Directors until the Company’s 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, based on the following votes:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Rebecca S. Campbell | 14,167,578 | 45,588 | 1,364,758 | ||||||||
| Creighton Condon | 14,025,467 | 187,699 | 1,364,758 | ||||||||
| Michael A. Conway | 14,174,793 | 38,373 | 1,364,758 | ||||||||
| David Eun | 14,070,329 | 142,837 | 1,364,758 | ||||||||
| Gerald L. Hassell | 14,174,001 | 39,165 | 1,364,758 | ||||||||
| Mark Lazarus | 14,178,225 | 34,941 | 1,364,758 | ||||||||
| W. Scott Mahoney | 14,070,276 | 142,890 | 1,364,758 | ||||||||
| Maritza Montiel | 13,685,611 | 527,555 | 1,364,758 | ||||||||
| David Novak | 14,128,303 | 84,863 | 1,364,758 | ||||||||
| Leonard A. Potter | 14,089,501 | 123,665 | 1,364,758 | ||||||||
Proposal 2: The appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026, as described in the Proxy Statement, was ratified, based on the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 15,528,284 | 40,794 | 8,846 | N/A | ||||||||
Proposal 3: The shareholders approved, on a non-binding, advisory basis, “1 year” as the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, as described in the Proxy Statement, based on the following votes:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||
| 14,029,615 | 7,734 | 155,379 | 20,438 | 1,364,758 | ||||||||||
Based on the results of this vote, and consistent with the Board of Directors’ recommendation, the Company intends to include an advisory shareholder vote to approve the compensation paid to its named executive
officers every year until the next required vote on the frequency of shareholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.
Proposal 4: The Company’s ESPP, as described in the Proxy Statement, was approved, based on the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 14,003,245 | 194,858 | 15,063 | 1,364,758 | ||||||||
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.
| VERSANT MEDIA GROUP, INC | |||||||||||
| Date: | June 26, 2026 | By: | /s/ Jordan R. Fasbender | ||||||||
| Name: | Jordan R. Fasbender | ||||||||||
| Title: | General Counsel and Corporate Secretary | ||||||||||