8-K
Associated Capital Group, Inc. (ACGP)
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) June 4, 2024
ASSOCIATED CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-37387 | 47-3965991 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 191 Mason Street , Greenwich, CT | 06830 | |
| (Address of principal executive offices) | (Zip Code) |
(203) 629-9595
(Registrant's telephone number, including area code)
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 (see General Instruction A.2 below):
| ☐ | 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 (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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.001 per share | AC | New York Stock Exchange |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 4, 2024, Associated Capital Group, Inc. (the "Company") held its 2024 Annual Meeting of Shareholders (the “Meeting”).
As of April 16, 2024, the record date for the Meeting, the Company had outstanding 2,461,175 shares of Class A common stock (“Class A Stock”) and 18,950,571 shares of Class B common stock (“Class B Stock”). The Class A Stock and Class B Stock vote together as a single class on all matters. Each share of Class A Stock is entitled to one vote per share and each share of Class B Stock is entitled to ten votes per share. Shares present or represented at the Meeting were 1,936,505 shares of Class A Stock and 18,461,909 shares of Class B Stock, constituting a quorum.
At the Meeting, the shareholders of the Company (1) elected the nine director nominees to the board of directors of the Company to serve until the 2025 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified, (2) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 and (3) approved the compensation of the Company's named executive officers.
Set forth below are the final voting results with respect to each matter submitted to a vote of the shareholders.
(1) Election of Directors:
| NOMINEES | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES | |||
|---|---|---|---|---|---|---|
| Mario J. Gabelli | 185,945,117 | 324,583 | 285,895 | |||
| Marc Gabelli | 186,089,544 | 180,157 | 285,895 | |||
| Daniel R. Lee | 186,139,720 | 129,981 | 285,895 | |||
| Bruce M. Lisman | 186,108,448 | 161,253 | 285,895 | |||
| Frederic V. Salerno | 185,931,087 | 338,614 | 285,895 | |||
| Salvatore F. Sodano | 186,254,831 | 14,869 | 285,895 | |||
| Elisa M. Wilson | 185,971,549 | 298,152 | 285,895 | |||
| Douglas R. Jamieson | 186,268,516 | 1,185 | 285,895 | |||
| Richard T. Prins | 186,253,929 | 15,771 | 285,895 |
(2) Ratification of appointment of Deloitte & Touche LLP:
| VOTES FOR | VOTES AGAINST | ABSTAINED | BROKER NON-VOTES | |||
|---|---|---|---|---|---|---|
| 186,554,215 | 1,380 | - | - |
(3) Advisory vote on the named executive officer compensation:
| VOTES FOR | VOTES AGAINST | ABSTAINED | BROKER NON-VOTES | |||
|---|---|---|---|---|---|---|
| 186,239,152 | 25,921 | 4,628 | 285,895 |
SIGNATURE
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.
Associated Capital Group, Inc.
By: /s/ Ian J. McAdams
Ian J. McAdams
Chief Financial Officer
Date: June 5, 2024