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BRC Group Holdings, Inc 8-K, filed Jun 24, 2020

BRC Group Holdings, Inc. (RILY)

8-K 2020-06-24 For: 2020-06-18
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Added on April 08, 2026

About this 8-K

BRC Group Holdings, Inc filed this 8-K on June 24, 2020, reporting on events of June 18, 2020.

Items reported

  • Item 5.07: Shareholder vote results

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934


Date of Report (Date of earliest event reported):June 18, 2020


B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-37503 27-0223495
(State or other jurisdiction<br><br> <br>of incorporation) (Commission File Number) (IRS Employer Identification No.)

21255 Burbank Boulevard,Suite 400

Woodland Hills, California 91367


818-884-3737

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuantto Section 12(b) of the Act:


Title<br> of each class Trading<br> Symbol(s) Name<br> of each exchange on which registered
Common Stock,<br> par value $0.0001 per share RILY Nasdaq Global Market
Depositary Shares (each representing a 1/1000^th^<br> interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share) RILYP Nasdaq Global Market
7.25% Senior Notes<br> due 2027 RILYG Nasdaq Global Market
7.50% Senior Notes due 2027 RILYZ Nasdaq Global Market
7.375% Senior<br> Notes due 2023 RILYH Nasdaq Global Market
6.875% Senior Notes due 2023 RILYI Nasdaq Global Market
6.75% Senior Notes<br> due 2024 RILYO Nasdaq Global Market
6.50% Senior Notes due 2026 RILYN Nasdaq Global Market
6.375%<br> Senior Notes due 2025 RILYM Nasdaq Global Market

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))

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.

The 2020 annual meeting of stockholders (the “Annual Meeting”) of B. Riley Financial, Inc. (the “Company”) was held on June 18, 2020. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting.

1. Election of Directors:
Nominee for Director Votes For Votes Against Abstentions Broker Non-Votes
--- --- --- --- ---
(01) Bryant R. Riley 16,797,170 375,506 5.994 3,235,161
(02) Robert D’Agostino 15,974,293 1,196,438 7.939 3,235,161
(03) Randall E. Paulson 17,125,588 26,518 26,564 3,235,161
(04) Todd D. Sims 15,974,308 1,196,982 7,380 3,235,161
(05) Thomas J. Kelleher 17,136,529 35,145 6,996 3,235,161
(06) Mikel H. Williams 14,436,344 2,734,738 7,588 3,235,161
(07) Michael J. Sheldon 17,105,719 37,524 35,427 3,235,161
(08) Robert L. Antin 14,901,524 2,269,766 7,380 3,235,161
(09) Mimi K. Walters 17,135,414 36,928 6,329 3,235,160
2. Ratification of the selection of Marcum LLP as independent registered public accounting firm for<br>the fiscal year ending December 31, 2020:
--- ---
Votes For Votes Against Abstentions
--- --- ---
20,309,904 48,931 54,996



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.

June 24, 2020 B. RILEY FINANCIAL, INC.
By: /s/ Phillip J. Ahn
Name: Phillip J. Ahn
Title: Chief Financial Officer and
Chief Operating Officer