UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2012

Synacor, Inc.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-33843	 	16-1542712	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
		
40 La Riviere Drive, Suite 300, Buffalo, New York	 	14202	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (716) 853-1362

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))	

 

Item 5.07. Submission of Matters to a Vote of Security Holders.
The following proposals were submitted to the stockholders at the 2012 Annual Meeting of Stockholders held on
May 24, 2012:
 
 	1.	The election of two directors to serve until our 2015 Annual Meeting of Stockholders or until their successors are duly elected and qualified.	
 
 	2.	The ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.	
For more information about the foregoing proposals, see our proxy statement dated April 30, 2012. The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:
Board of Director Election Results
The following nominees received the highest number of “FOR” votes and, as a result, were elected to serve as directors for a term that will continue until the 2015 Annual Meeting or until their respective successors have been duly elected and qualified.

Director Name	  	        Votes For        	  	    Votes Withheld    	  	    Broker Non-Votes    	
Andrew Kau	  	19,436,843	  	76,510	  	1,206,353	
Jordan Levy	  	19,334,652	  	178,701	  	1,206,353	
The following directors, in addition to Messrs. Kau and Levy, will continue to serve as members of our Board of Directors until the expiration of their respective terms or until their respective successors have been duly elected and qualified: Marwan Fawaz, Ronald N. Frankel, Gary L. Ginsberg, and Michael J. Montgomery.
Ratification of Deloitte & Touche LLP as our independent registered public accounting firm
Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

Votes For	 	            Votes Against             	 	            Abstain             	 	            Broker Non-Votes             	
19,796,744	 	914,868	 	8,094	 	0	

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 hereunto duly authorized.

 	 	Synacor, Inc.	
			
Date: May 24, 2012	 	By: 	 	/s/ W ILLIAM J. S TUART	
	 		 	William J. Stuart	
	 		 	Chief Financial Officer and Secretary