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On June24, 2019, the Board of Directors of Liberated Syndication Inc, a
Nevada corporation (the “Company”) approved changes to
the Company’s by-laws to raise the quorum required to approve
matters considered at any special meeting of the Company’s
stockholders called by the stockholders and adopting advance notice
requirements regarding any business to be considered at an annual
meeting of the Company’s stockholders at the request of any
stockholder.
As
previously disclosed, at this time the Company is not soliciting
any revocation of consents sought by a certain stockholder
regarding a special meeting and has taken a “wait and
see” approach regarding the matters raised by such
stockholder. In view of the potential change in control of the
Company, however, the Company’s Board of Directors has
consulted with counsel regarding the application of its current
by-laws to a special meeting of its stockholders, should one be
called. Given that a small minority of the outstanding shares (as
little as approximately 16.67% of the shares outstanding) could
effect a “no-premium” change of control that could
adversely affect all stockholders and is effectively inconsistent
with the voting requirements regarding removal of directors under
applicable Nevada law, requiring a two thirds majority of
outstanding shares to remove directors, the Company has amended its
bylaws to require a majority quorum for any special meeting called
by stockholders. Additionally, with respect to its annual meeting
process, the Company has adopted a customary advanced notice
provision regarding stockholder proposals.
The
Company’s by-laws, as so amended, are included as Exhibit 3.2
and the foregoing summary is qualified in all respects by reference
to such exhibit.
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.