ALTI 8-K
AlTi Global, Inc. (ALTI)
8-K
2025-06-17
For: 2025-06-16
View Original
Added on
April 10, 2026
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 16, 2025
____________________
(Exact name of registrant as specified in its charter)
___________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||
(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 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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. ☐
________________________________________________________________________________
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of AlTi Global Inc. (the “Company”) held on June 16, 2025, the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2023 Stock Incentive Plan (the “Plan”), to increase the maximum number of shares of Class A common stock, par value $0.0001 (“Class A Common Stock”), reserved and issuable under the Plan by an additional 9,010,000 shares.
A summary of the Plan Amendment is contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”), in connection with the Annual Meeting under the heading “PROPOSAL NO. 3 - To approve an amendment to the Company’s 2023 Stock Incentive Plan to increase the number of shares of Class A Common Stock available for issuance under the Company’s 2023 Stock Incentive Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 9,010,000 shares” and is incorporated herein by reference.
The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Plan and the Plan Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 16, 2025, the Company held its Annual Meeting. The final voting results for the proposals submitted to a vote for the Company’s stockholders at the Annual Meeting are set forth below. Each proposal is described in detail in the Proxy Statement.
Proposal 1: To vote to elect as directors the eight nominees named in the Proxy Statement for a term of office expiring at the 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
Director | For | Withhold | Broker Non-Votes | ||||||||
Ali Bouzarif | 91,464,055 | 7,767,874 | 6,839,642 | ||||||||
Tracey Brophy Warson | 93,246,804 | 5,985,125 | 6,839,642 | ||||||||
Nazim Cetin | 99,178,583 | 53,346 | 6,839,642 | ||||||||
Norma Corio | 86,974,017 | 12,257,912 | 6,839,642 | ||||||||
Mark Furlong | 92,977,186 | 6,254,743 | 6,839,642 | ||||||||
Timothy Keaney | 91,572,715 | 7,659,214 | 6,839,642 | ||||||||
Michael Tiedemann | 93,266,375 | 5,965,554 | 6,839,642 | ||||||||
Andreas Wimmer | 99,159,660 | 72,269 | 6,839,642 | ||||||||
Proposal 2: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025.
For | Against | Abstain | Broker Non-Votes | ||||||||
105,997,706 | 58,418 | 15,447 | 0 | ||||||||
Proposal 3: To approve an amendment to the Company’s 2023 Stock Incentive Plan to increase the number of shares of Class A Common Stock available for issuance under the Company’s 2023 Stock Incentive Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 9,010,000 shares.
For | Against | Abstain | Broker Non-Votes | ||||||||
92,565,564 | 6,654,400 | 11,965 | 6,839,642 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |||||||
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.
| Date: June 17, 2025 | ALTI GLOBAL, INC. | |||||||
| /s/ Michael Tiedemann | ||||||||
| Name: Michael Tiedemann | ||||||||
| Title: Chief Executive Officer | ||||||||
ALTI GLOBAL, INC. AMENDMENT NO. 1 TO 2023 STOCK INCENTIVE PLAN WHEREAS, the Board of Directors of AlTi Global, Inc., a Delaware corporation (the “Company”), previously approved and adopted the Alvarium Tiedemann Holdings, Inc. 2023 Stock Incentive Plan (the “2023 Plan”); and WHEREAS, the Board of Directors has determined that it is in the best interest of the Company to amend the 2023 Plan as set forth in this Amendment No. 1 (this “Amendment”). NOW, THEREFORE, the 2023 Plan is amended as follows: 1. Amendments 1.01. Section 2(l) of the 2023 Plan is hereby amended and restated in its entirety to read as follows: “(l) “Company” means AlTi Global, Inc., a Delaware corporation or any successor thereto. 1.02. Section 2(kk) of the Plan is hereby amended and restated in its entirety to read as follows: “(kk) “Plan” means this AlTi Global, Inc. 2023 Stock Incentive Plan, as may be amended from time to time.” 1.03. Section 3(a) of the 2023 Plan is hereby amended and restated in its entirety to read as follows: “(a) Stock Subject to the Plan. Subject to the provisions of Section 14, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan is 20,798,132 Shares (the “Initial Share Pool”); provided, however, that the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall equal the Initial Share Pool. The Shares may be authorized but unissued, or reacquired Common Stock.” 2. Miscellaneous 2.01. Effect. Except as amended hereby, the 2023 Plan shall remain in full force and effect. 2.02. Defined Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the 2023 Plan unless the context clearly indicates or dictates a contrary meaning.
2.03. Governing Law. This Amendment shall be governed by and construed in accordance with the laws and judicial decisions of the State of Delaware, without regard to the application of the principles of conflict of laws. ADOPTED BY BOARD OF DIRECTORS: April 24, 2025 APPROVED BY STOCKHOLDERS: June 16, 2025