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


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.



On October 11, 2021, Cinedigm Corp. (the "Company") amended its 2017 Equity Incentive Plan (the "Plan Amendment") to increase the number of shares authorized for issuance thereunder from 14,098,270 to 18,098,270.

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 11, 2021, 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 275,000,000 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 of the Company on October 11, 2021
(the "Annual Meeting"), 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 five (5) members of the Company's Board of Directors to serve until the 2022 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     68,077,581            1,080,847             33,359,263
Ashok Amritraj            68,446,358              712,070             33,359,263
Peter C. Brown            66,593,444            2,564,984             33,359,263
Patrick W. O'Brien        66,283,862            2,874,566             33,359,263
Peixin Xu                 56,312,932           12,845,496             33,359,263




Proposal 2:



                                            Votes For        Votes Against      Abstentions       Broker Non-Votes
To approve by non-binding vote,
executive compensation.                      54,993,929          12,296,362        1,867,837             33,359,263




                                       1





Proposal 3:



                                            Votes For        Votes Against      Abstentions       Broker Non-Votes
To approve an amendment to the Company's
2017 Equity Incentive Plan to increase
the total number of shares of Class A
Common Stock available for issuance
thereunder.                                  56,337,273          11,785,683        1,035,172             33,359,263





Proposal 4:



                                            Votes For        Votes Against      Abstentions      Broker Non-Votes
To approve an amendment to the Company's
Certificate of Incorporation to increase
the number of shares of Class A Common
Stock authorized for issuance.               84,575,299          16,791,011

       1,151,081                   N/A




Proposal 5:



                                            Votes For        Votes Against       Abstentions      Broker Non-Votes
To approve an amendment to the Company's
Certificate of Incorporation to effect a
reverse stock split, subject to the
Board's discretion.                          83,145,094          18,878,755           494,542                   N/A




Proposal 6:



                                            Votes For        Votes Against      Abstentions      Broker Non-Votes
To ratify the appointment of EisnerAmper
LLP as our independent auditors for the
fiscal year ending March 31, 2022.           97,696,910           1,706,663        3,114,118                   N/A


Item 7.01. Regulation FD Disclosure.


On October 11, 2021, the Company issued a press release containing remarks by
Christopher J. McGurk, the Chairman and Chief Executive Officer of the Company,
delivered at the Annual Meeting. The press release is attached hereto as Exhibit
99.1.



The information set forth in this Item 7.01 is intended to be furnished under
Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section. In addition, this
information shall not be incorporated by reference into any registration
statement filing under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any general incorporation language in such filing.


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. 5 to the 2017 Equity Incentive Plan.
99.1            Press release dated October 11, 2021.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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