8-K
Heritage Global Inc. (HGBL)
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, 2025
HERITAGE GLOBAL INC.
(Exact name of registrant as specified in its charter)
| Florida | 001-39471 | 59-2291344 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 12625 High Bluff Drive, Suite 305, San Diego, California | 92130 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 847-0656
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 (l7 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 |
|---|---|---|
| Common Stock, $0.01 Par Value | HGBL | Nasdaq Stock Market LLC |
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.
On June 4, 2025, Heritage Global Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). As of April 7, 2025, the record date for the Annual Meeting, a total of 35,452,279 shares of the Company’s common stock and 563 shares of Series N Preferred Stock were outstanding and entitled to vote on all matters presented to the Company’s shareholders at the Annual Meeting. At the Annual Meeting, the Company’s shareholders considered the following proposals:
- To elect Samuel Shimer, Kelly Sharpe and Ross Dove as Class I directors; and
- To ratify the appointment of UHY LLP as the Company’s independent auditor for the fiscal year ending December 31, 2025.
Samuel Shimer, Kelly Sharpe and Ross Dove were elected to serve as Class I directors. The results of the election were as follows:
| For | Withheld | Broker Non-<br><br>Votes | |
|---|---|---|---|
| Samuel Shimer | 12,150,062 | 844,580 | 13,221,634 |
| Kelly Sharpe | 12,194,644 | 799,998 | 13,221,634 |
| Ross Dove | 12,364,012 | 630,630 | 13,221,634 |
UHY LLP was ratified as the Company’s independent auditor for the fiscal year ending December 31, 2025. The results of the vote were as follows:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 24,891,316 | 239,183 | 1,805,777 | — |
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.
| HERITAGE GLOBAL INC. | ||
|---|---|---|
| Date: June 9, 2025 | By: | /s/ Ross Dove |
| Ross Dove | ||
| Chief Executive Officer |