Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.



On October 23, 2020, Cinedigm Corp. (the "Company") amended its 2017 Equity Incentive Plan (the "Plan Amendment") to increase the number of shares authorized for issuance thereunder from 4,098,270 to 14,098,270.

The foregoing description of the Plan Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 10.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.



On October 23, 2020, the Company filed a Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation (the "Charter Amendment"), pursuant to which the number of shares of Class A common stock authorized for issuance was increased to 200,000,000 shares.

The foregoing description of the Charter Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 3.1.

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

(a) At the Annual Meeting of Stockholders on October 23, 2020 (the "Annual Meeting") of the Company, the stockholders of the Company voted on six proposals. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation of proxies in opposition to management's nominees as listed in the proxy statement and all of management's nominees were elected to our Board of Directors.





(b)  Details of the voting are provided below:



Proposal 1:



To elect six (6) members of the Company's Board of Directors to serve until the 2020 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed).





                               Votes For  Votes Withheld Broker Non-Votes
         Christopher J. McGurk 60,283,355   4,300,413       13,331,269
         Peter C. Brown        60,568,970   4,014,798       13,331,269
         Tom Bu                59,868,985   4,714,783       13,331,269
         Patrick W. O'Brien    60,395,975   4,187,793       13,331,269
         Zvi M. Rhine          60,914,822   3,668,946       13,331,269
         Peixin Xu             57,751,848   6,831,920       13,331,269




Proposal 2:

                              Votes For  Votes Against Abstentions Broker Non-Votes

To approve by non-binding 61,034,130 3,478,773 70,865 13,331,269 vote, executive compensation.












Proposal 3:
                              Votes For  Votes Against Abstentions Broker Non-Votes
To approve an amendment to    60,985,140   3,560,706     37,922       13,331,269
the Company's 2017 Equity
Incentive Plan to increase
the total number of shares of
Class A Common Stock
available for issuance
thereunder.




Proposal 4:
                              Votes For  Votes Against Abstentions Broker Non-Votes
To approve an amendment to    68,794,904   8,968,280     151,853         N/A
the Company's Certificate of
Incorporation to increase the
number of shares of Class A
Common Stock authorized for
issuance.




Proposal 5:
                              Votes For  Votes Against Abstentions Broker Non-Votes
To approve an amendment to    68,524,611   9,284,326     106,100         N/A
the Company's Certificate of
Incorporation to effect a
reverse stock split, subject
to the Board's discretion.




Proposal 6:

                              Votes For  Votes Against Abstentions Broker Non-Votes
To ratify the appointment of  72,240,752   5,564,304     109,981         N/A
EisnerAmper LLP as our
independent auditors for the
fiscal year ending March 31,
2021.


Item 9.01 Financial Statements and Exhibits.






 Exhibit No. Description




  3.1     Certificate of Amendment to Fifth Amended and Restated Certificate of
        Incorporation

10.1 Amendment No. 3 to the 2017 Equity Incentive Plan.

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