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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): June 26, 2020

~~Date~~Commission offile ~~Report (Date of earliest event reported)~~number: ~~June~~001-33105 ~~4, 2020~~

The Meet Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	86-0879433	~~001-33105~~	~~86-0879433~~
(State or other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

100 Union Square Drive New Hope, Pennsylvania		18938
(Address of principal executive offices)		(Zip Code)

100 Union Square Drive, New Hope, Pennsylvania 18938

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~Principal ~~including~~Executive ~~area code: (215~~Office) ~~862-1162~~

~~Not~~Registrant’s ~~Applicable~~Telephone Number: (215) 862-1162

(Former name or former address if changed since last report.)



Securities registered pursuant to Section 12(b) of the Exchange Act
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MEET	NASDAQ

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock MEET NASDAQ

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 58.0701 Other ~~Submission of Matters to a Vote of Security Holders~~Events.

On ~~March 5~~June 26, 2020, The Meet Group, Inc. (~~the~~ “Company”) ~~entered~~and ~~into~~PlentyofFish anMedia ~~Agreement~~ULC, a British Columbia unlimited liability company and ~~Plan~~a subsidiary of ~~Merger~~Match Group, ~~(the~~Inc. (“~~Merger Agreement~~POF”), byentered ~~and~~into ~~among~~a ~~the~~Services ~~Company,~~Agreement ~~eHarmony~~(“Services ~~Holding~~Agreement”), ~~Inc.,~~effective anJuly ~~indirect~~1, ~~subsidiary~~2020, ofpursuant ~~ProSiebenSat.1~~to ~~Media~~which ~~SE’s~~the ~~and~~Company ~~General~~will ~~Atlantic~~serve ~~Coöperatief~~as ~~U.A.~~POF’s ~~joint~~provider ~~company~~of ~~NCG~~livestreaming ~~NUCOM~~video ~~GROUP~~services ~~SE,~~and aassociated ~~European~~functionality ~~stock~~within ~~corporation~~the livestreaming experience (“~~NuCom~~Services”). ~~(such~~Prior ~~subsidiary,~~to ~~“Buyer”),~~entering ~~Holly~~into ~~Merger~~the ~~Sub,~~Services ~~Inc.~~Agreement, athe ~~Delaware~~Company ~~corporation~~made ~~and~~the aServices ~~direct,~~available ~~wholly~~to ~~owned~~POF ~~subsidiary~~for ofa ~~Buyer~~limited ~~(“Merger~~period ~~Sub”),~~of ~~and~~time ~~solely~~in order for POF to evaluate the ~~purpose~~Services ofand ~~guaranteeing~~decide ~~Buyer’s~~whether ~~obligations~~to ~~under~~continue the ~~Merger~~Services ~~Agreement~~under asa ~~set~~longer-term ~~forth~~agreement. ~~therein,~~The ~~NuCom.~~Services ~~Pursuant~~Agreement tohas ~~the~~an ~~Merger~~initial ~~Agreement~~term of three years, ~~and~~which ~~upon~~automatically ~~the~~renews ~~terms~~for ~~and~~one-year terms, subject to ~~the~~termination ~~conditions~~by ~~thereof~~either ~~and~~party inunder ~~accordance~~certain ~~with~~limited ~~Section 251~~circumstances, ofincluding ~~the~~upon ~~General~~twelve ~~Corporation~~months’ ~~Law~~notice ofprior to the ~~State~~end of ~~Delaware,~~the ~~Merger~~initial ~~Sub~~term ~~will~~or ~~merge~~six ~~with~~months’ ~~and~~notice ~~into~~prior to the ~~Company~~end ~~(the~~of ~~“Merger”).~~any renewal term.

~~The~~Pursuant to the terms of the Services Agreement, the Company ~~held~~and POF have (a) ~~Special~~provided ~~Meeting~~customary ofrepresentations ~~Stockholders~~and onwarranties ~~Thursday,~~regarding ~~June 4,~~their ~~2020,~~entry atinto ~~10:00~~the ~~a.m.~~Services Agreement, ~~Eastern~~performance ~~Time~~and (receipt of the ~~“Special~~Services, ~~Meeting”~~(b), ~~called~~entered ~~for~~into ~~the~~mutual ~~purpose~~indemnification ofobligations ~~approving~~(subject ~~proposals~~to liability caps) relating to the ~~Merger~~provisioning ~~Agreement.~~of the Services and (c) other customary terms and conditions.

At the close of business on April 13, 2020, the record date for the Special Meeting, there were 71,387,511 outstanding shares of common stock of the Company entitled to vote at the Special Meeting. Present at the Special Meeting or by proxy were holders of 46,040,387 shares, representing 64.49% of the outstanding shares of common stock of the Company eligible to vote at the Special Meeting, and constituting a quorum. The final results, by proposal, are set forth below. SIGNATURE

	FOR		AGAINST		ABSTAIN
Proposal 1: To adopt the Merger Agreement and approve the transaction contemplated thereby, including the Merger.		43,196,194		2,666,200		177,993
Proposal 1 received the necessary votes to be approved.
Proposal 2: To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger.		40,009,623		5,675,351		355,413
Proposal 2 received the necessary votes to be approved.

In light of the approval of Proposal 1, and although sufficient votes were received for Proposal 3 described in the Company’s definitive proxy statement (relating to the adjournment of the Special Meeting), no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

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.

		THE MEET GROUP, INC.		~~THE MEET GROUP, INC.~~
Date: June 4, 2020				By:	/s/ Geoff Cook
Date:	June 26, 2020	By:	/s/Geoffrey Cook
				Name:	Geoff Cook
			Geoffrey Cook
				Title:	Chief Executive Officer
			Chief Executive Officer

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