8-K - RFL - Equibles

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): January 10, 2024

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-38411	82-2296593
(Stateor other jurisdictionof Incorporation)	(Commission File Number)	(IRSEmployerIdentification No.)
520 Broad StreetNewark, New Jersey	07102
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(Address of principal executive offices)	(Zip Code)

Registrant’s

telephone number, including area code: 212 658-1450

Not

Applicable

(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐

Securities registered pursuant to Section 12(b)-2 of the Exchange Act:

Title of each class	Trading Symbol	Nameof each exchange on which registered
Class B common stock, par value $0.1 per share	RFL	New York Stock Exchange

Item 5.07 Submissionof Maters to a Vote of Security Holders.

(a) Rafael Holdings, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 10, 2024 (the “Meeting”).

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.

The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

Nominee
Susan Y. Bernstein	3,631,422	7,558	1,432	481,138	88.11
Stephen M. Greenberg	3,567,480	71,108	1,824	481,138	86.56
Howard S. Jonas	3,561,682	77,309	1,422	481,138	86.42
Mark A. McCamish	3,567,810	71,174	1,423	481,142	86.56
Michael J. Weiss	3,511,327	127,645	1,440	481,138	85.19

(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2024.

The number of votes cast with respect to this matter was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Vote		% Votes For
	4,109,091		1,673		10,786		0		99.70

(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with an advisory vote on the compensation of the “Named Executive Officers” identified in the 2023 Summary Compensation Table in the “Executive Compensation” section of the 2023 Proxy Statement.

The number of votes cast with respect to this matter was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Vote		% Votes For
	3,598,791		12,916		28,704		481,138		87.32

(4) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with an Advisory vote on the frequency of future advisory votes on the compensation of the Named Executive Officers.

The number of votes cast with respect to this matter was as follows:

One Year		Two Years		Three Years		Broker Non-Vote		% Votes For
	190,782		11,291		3,437,263		481,138	N/A

(d) Based upon the results set forth in item (b)(4) above, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders once every three years.

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.

RAFAEL HOLDINGS, INC.
By:	/s/ William Conkling
	Name:	William Conkling
	Title:	Chief Executive Officer

Dated: January 16, 2024