SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 3, 2021 (June 2, 2021)
|Date of Report (date of earliest event reported)|
Rimini Street, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)|
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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:|
|Common Stock, par value $0.0001 per share||RMNI||The Nasdaq Global Market|
|Public Units, each consisting of one share of Common Stock, $0.0001 par value, and one-half of one Warrant||RMNIU|| OTC Pink Current Information Marketplace|
|Warrants, exercisable for one share of Common Stock, $0.0001 par value||RMNIW||OTC Pink Current Information Marketplace|
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.
This Current Report on Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed by Rimini Street, Inc. (the “Company”) on June 3, 2021 (the “Original 8-K”). The Original 8-K was filed with the U.S. Securities and Exchange Commission to report the results of the matters submitted to a vote by the Company’s stockholders at the Company’s 2021 Annual Meeting of Stockholders held on June 2, 2021 (the “2021 Annual Meeting”).
The sole purpose of this Current Report on Form 8-K/A is to disclose, pursuant to Item 5.07(d) of Form 8-K, the determination of the Company’s Board of Directors (the “Board”) as to how frequently the Company will conduct future advisory votes executive compensation (“future say on pay votes”). Except for the foregoing, this Current Report on Form 8-K/A does not modify or update any other disclosure contained in the Original 8-K, and this Current Report on Form 8-K/A should be read in conjunction with the Original 8-K.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(d) A non-binding advisory vote was taken at the 2021 Annual Meeting on the frequency of future say on pay votes. Consistent with the recommendation of the Board, the Company’s stockholders cast the greatest number of votes in favor of holding future say on pay votes “each year” (or, on an annual basis). Effective as of September 10, 2021, the Board has determined, consistent with the vote of the Company’s stockholders and in accordance with the Board’s previous recommendation, that the Company will continue to hold future say-on-pay votes on an annual basis until the next required vote on the frequency of say on pay votes is presented to stockholders.
|ITEM 9.01||FINANCIAL STATEMENTS AND EXHIBITS|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
| ||RIMINI STREET, INC.|
| || || |
| || || |
Dated: September 13, 2021
|By:||/s/ Seth A. Ravin|
| || ||Name: Seth A. Ravin|
| || ||Title: Chief Executive Officer|