Gold.com, Inc 8-K, filed Nov 3, 2021
Gold.com, Inc. (GOLD)
About this 8-K
Gold.com, Inc filed this 8-K on November 3, 2021, reporting on events of October 28, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.07 Submission of Matters to a Vote of Security Holders.
Results of Annual Meeting
On October 28, 2021, A-Mark Precious Metals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) in a virtual-only format. Of the 11,291,247 shares of common stock outstanding as of the record date of September 3, 2021 and entitled to vote, 8,507,400 shares, or 75.35%, were present in-person virtually or represented by proxy at the Meeting. At the Meeting, the Company’s stockholders: (1) approved the election of all of the nominees as directors, to hold office until the 2022 Annual Meeting of Stockholders and until their respective successors are elected and qualified or until their earlier resignation or removal; (2) on an advisory basis, approved the fiscal year 2021 compensation of the named executive officers of the Company (this being the “Say-on-Pay Vote”); (3) on an advisory basis, approved the continuation of the Company’s policy of annually seeking an advisory vote of stockholders on the Company’s executive compensation practices (this being the “Say-on-Frequency Vote”); and (4) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2022.
At the Company’s Board of Directors meeting held on October 28, 2021 following the Meeting (the “Board Meeting”), the Board of Directors determined that the Company will continue to submit its executive compensation practices to stockholders for an advisory Say-on-Pay Vote on an annual basis.
The results of the voting on the matters submitted to the stockholders were as follows:
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1) Election of Directors: |
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Nominee |
For |
Withheld |
Broker Non-Vote |
% Votes For (Based on Total Shares Voted) |
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1. Jeffrey D. Benjamin |
6,973,455 |
130,819
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1,403,126 |
98.16% |
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2. Ellis Landau |
7,024,416
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79,858
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1,403,126 |
98.88% |
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3. Beverley Lepine |
6,937,966
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166,308
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1,403,126 |
97.66% |
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4. John U. Moorhead |
6,919,383
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184,891
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1,403,126 |
97.40% |
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5. Jess M. Ravich |
6,757,279
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346,995
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1,403,126 |
95.12% |
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6. Gregory N. Roberts |
7,025,293
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78,981
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1,403,126 |
98.89% |
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7. Monique Sanchez |
7,031,193
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73,081
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1,403,126 |
98.97% |
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8. Kendall Saville |
7,026,958
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77,316
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1,403,126 |
98.91% |
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9. Michael R. Wittmeyer |
7,024,433
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79,841
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1,403,126 |
98.88% |
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2) Advisory Vote on Fiscal Year 2021 Compensation of the Named Executive Officers: |
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For |
Against |
Abstain |
Broker Non-Vote |
% Votes For (Based on Total Shares Voted) |
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6,920,519 |
79,337 |
104,418 |
1,403,126 |
98.87% |
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3) Advisory Vote on Frequency of Say-on-Pay Votes: |
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One Year |
Two Years |
Three Years |
Abstain |
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Broker Non-Vote |
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6,711,598 |
22,929 |
300,281 |
69,466 |
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1,403,126 |
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Percentage based on total voted |
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95.40% |
0.33% |
4.27% |
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4) Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending June 30, 2022: |
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For |
Against |
Abstain |
Broker Non-Vote |
% Votes For (Based on Total Shares Voted) |
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8,441,046 |
1,293 |
65,061 |
— |
99.98% |
Item 8.01 Other Events.
Appointment of Committee Members and Officers
At the Board Meeting, the Board of Directors appointed the following persons to the committees of the Board of Directors:
Audit Committee
Ellis Landau, Chairman
Beverley Lepine
John U. Moorhead
Monique Sanchez
Kendall Saville
Compensation Committee
John U. Moorhead, Chairman
Ellis Landau
Jess M. Ravich
Nominating and Corporate Governance Committee
Jess M. Ravich, Chairman
Beverley Lepine
John U. Moorhead
Monique Sanchez
The Board of Directors also appointed the following persons to the positions set forth below opposite their respective names:
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Officer |
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Position |
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Jeffrey D. Benjamin |
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Chairman of the Board |
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Gregory N. Roberts |
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Chief Executive Officer |
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Thor Gjerdrum |
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President |
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Kathleen Simpson-Taylor |
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Chief Financial Officer, Executive Vice President and Assistant Secretary |
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Brian Aquilino |
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Chief Operating Officer |
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Carol Meltzer |
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General Counsel, Executive Vice President and Secretary |
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.
Date: November 3, 2021
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A-MARK PRECIOUS METALS, INC. |
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By: |
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/s/ Carol Meltzer |
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Name: |
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Carol Meltzer |
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Title: |
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General Counsel and Secretary |