CYRN CYREN Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): July 30, 2019

 

 

CYREN LTD.

(Exact name of Registrant as specified in its charter)

 

 

 

Israel		000–26495		Not applicable
(State or other jurisdiction of		(Commission file number)		(I.R.S. Employer
incorporation or organization)				Identification No.)

 

10 Ha-Menofim St., 5th Floor
Herzliya, Israel		4672561
(Address of principal executive offices)		(Zip Code)

 

011–972–9–863–6888

(Registrant’s telephone number, including area code)

 

 

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
Ordinary Shares, par value ILS 0.15 per share		CYRN		Nasdaq Capital Market

 

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. ☐

 

 

 

Explanatory Note

 

This Current Report on Form 8-K/A (the “Amendment”) updates information disclosed in a Current Report on Form 8-K filed on August 2, 2019 (the “Original Form 8-K”) relating to the 2019 annual meeting of shareholders (the “Annual Meeting”) of Cyren Ltd. (the “Company”) held on July 30, 2019. The sole purpose of this Amendment is to disclose the decision of the Company’s board of directors (the “Board”) regarding how frequently the Company will conduct future advisory votes on the compensation of the Company’s named executive officers (each a “Say on Pay vote”). No other changes have been made to the Original Form 8-K.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

As previously disclosed in the Original Form 8-K, at the Annual Meeting, and consistent with the Board’s recommendation, the Company’s shareholders approved, on an advisory basis, the frequency of every year for future Say on Pay votes. Based on these results, and in accordance with the Board’s previous recommendation, the Board has determined that the Company will hold annual Say on Pay votes until the next required advisory vote on the frequency of Say on Pay votes occurs.

 

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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.

 

	CYREN LTD.
Date: August 26, 2019	/s/ J. Michael Myshrall
	J. Michael Myshrall
	Chief Financial Officer

 

 

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