8-K
HENNESSY ADVISORS INC (HNNA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 8, 2024
HENNESSY ADVISORS, INC.
(Exact name of registrant as specified in its charter)
| California | 001-36423 | 68-0176227 |
|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (IRS Employer<br> Identification No.) |
| 7250 Redwood Blvd., Suite 200<br> Novato, California | 94945 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number including area code:
(415) 899-1555
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Common stock, no par value | HNNA | The Nasdaq Stock Market LLC |
| 4.875% Notes due 2026 | HNNAZ | The 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
1
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
The Annual Meeting of Hennessy Advisors, Inc. was held on February 8, 2024. At the Annual Meeting, the following directors were elected by the votes indicated for terms expiring at the annual meeting of shareholders to be held in 2025:
| For | Withheld | Broker Non‑votes | ||||
|---|---|---|---|---|---|---|
| Neil J. Hennessy | 4,099,098 | 450,109 | 1,171,047 | |||
| Teresa M. Nilsen | 4,100,403 | 448,804 | 1,171,047 | |||
| Henry Hansel | 4,071,846 | 477,361 | 1,171,047 | |||
| Brian A. Hennessy | 4,029,862 | 519,345 | 1,171,047 | |||
| Lydia Knight-O’Riordan | 4,093,373 | 455,834 | 1,171,047 | |||
| Kiera Newton | 3,886,137 | 663,070 | 1,171,047 | |||
| Susan W. Pomilia | 3,872,714 | 676,493 | 1,171,047 | |||
| Thomas L. Seavey | 3,863,463 | 685,744 | 1,171,047 |
The following reflects the voting results for matters other than the election of directors brought for vote at the Annual Meeting:
| For | Against | Abstained | Broker Non‑votes | |||||
|---|---|---|---|---|---|---|---|---|
| Approval of the Hennessy Advisors, Inc. 2024 Omnibus Incentive Plan | 3,547,031 | 983,318 | 18,859 | 1,171,047 | ||||
| Ratification of the selection of Marcum LLP as the independent registered public accounting firm for Hennessy Advisors, Inc. for fiscal year 2024 | 5,656,134 | 50,693 | 13,428 | 0 |
2
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.
| HENNESSY ADVISORS, INC. | ||
|---|---|---|
| February 9, 2024 | By: | /s/ Teresa M. Nilsen |
| Teresa M. Nilsen | ||
| President |
3