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 21, 2019

 

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter) 

         
Delaware   001-37503   27-0223495

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (IRS Employer Identification No.)

 

 21255 Burbank Boulevard, Suite 400

Woodland Hills, California 91367

 

818-884-3737

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 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

7.25% Senior Notes due 2027

7.50% Senior Notes due 2027

7.375% Senior Notes due 2023

6.875% Senior Notes due 2023

7.50% Senior Notes due 2021

(Title of Class)

 

RILY

RILYG

RILYZ

RILYH

RILYI

RILYL

 

Nasdaq Global Market

Nasdaq Global Market

Nasdaq Global Market

Nasdaq Global Market

Nasdaq Global Market

Nasdaq Global Market

 

Not Applicable 

(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))
 

 

 

 

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

 

The 2019 annual meeting of stockholders (the “Annual Meeting”) of B. Riley Financial, Inc. (the “Company”) was held on May 21, 2019. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting.

 

1.Election of Directors:

 

Nominee for Director   Votes For   Votes Withheld   Broker Non-Votes
(01) Bryant R. Riley   19,718,650   205,003   2,636,890
(02) Robert D’Agostino   16,574,589   3,349,064   2,636,890
(03) Andrew Gumaer   18,352,635   1,571,018   2,636,890
(04) Todd D. Sims   18,457,924   1,465,729   2,636,890
(05) Thomas J. Kelleher   19,806,477   117,176   2,636,890
(06) Mikel H. Williams   17,175,262   2,748,391   2,636,890
(07) Michael J. Sheldon   18,946,444   977,209   2,636,890
(08) Robert L. Antin   16,202,997   3,720,656   2,636,890
2.Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019:

 

Votes For   Votes Against   Abstentions
22,512,590   13,417   34,536

 

3.Vote to approve, on an advisory basis, the compensation of our named executive officers

 

Votes For   Votes Against   Abstentions  
18,200,382   1,513,720   209,549  

 

4.Vote to approve, on an advisory basis, the frequency of the advisory vote on the compensation of our named executive officers.

 

    Number
3 Years For 9,509,394
2 Years For                  12,601
1 Year For                  6,145,074
Total   15,667,069
     
Abstentions   4,256,582
     

5.Vote to approve, the proposal to amend the Amended and Restated 2009 Stock Incentive Plan to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 3,000,000 shares, from 3,210,133 shares to 6,210,133.

 

Votes For   Votes Against   Abstentions  
15,698,603   4,218,821   6,227  

 

 

 

 

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.

         
May 28, 2019

B. RILEY FINANCIAL, INC.

 
     
  By:   /s/ Phillip J. Ahn  
    Name:   Phillip J. Ahn  
    Title:  

Chief Financial Officer and

Chief Operating Officer