0001546296 false 0001546296 2022-06-02 2022-06-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






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): June 2, 2022


(Exact name of registrant as specified in its charter)


Delaware   001-35824   80-0900177
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)


55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603

(Address of principal executive offices)


Registrant’s telephone number, including area code: (312) 614-0950


(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, $.01 par value   IPDN   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 2, 2022, Professional Diversity Network, Inc., a Delaware corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of ‎12,126,560‎ shares of common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2022, are as follows:


Proposal 1: The Company’s stockholders elected the following five nominees as directors, to serve until the next annual meeting of stockholders of the Company and until their respective successors are duly elected and qualified, by the following vote:


Name  For   Withheld   Broker Non-Votes 
Michael Belsky    7,815,690    1,321,618    2,989,252 
Xianfang (Scott) Liu   9,080,757    56,551    2,989,252 
Grace Reyes    8,584,883    552,425    2,989,252 
Courtney Shea    9,080,815    56,493    2,989,252 
Hao (Howard) Zhang    9,081,395    55,913    2,989,252 


Proposal 2: The Company’s stockholders voted to ratify the appointment of Ciro E. Adams, CPA, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 by the following vote:


For   Against   Abstentions 
 10,724,322    1,286,892    115,346 


Proposal 3: The Company’s stockholders voted to ratify the compensation of our named executive officers by the following vote:


For   Against   Abstentions 
 9,072,992    60,469    3,847 







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.


  Professional Diversity Network, Inc.
Date: June 6, 2022 /s/ Adam He
  Adam He, Chief Executive Officer