8-K
BRC Group Holdings, Inc. (RILY)
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
Dateof Report (Date of earliest event reported): May 24, 2022
B.
RILEY FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37503 | 27-0223495 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission<br> File Number) | (IRS<br> Employer |
| of<br> incorporation) | Identification<br> No.) |
11100Santa Monica Blvd., Suite 800
LosAngeles, CA 90025
310
- 966-1444
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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<br> Stock, par value $0.0001 per share | RILY | Nasdaq<br> Global Market |
| Depositary<br> Shares, each representing a 1/1000th fractional interest in a 6.875% share of Series A Cumulative Perpetual Preferred Stock | RILYP | Nasdaq<br> Global Market |
| Depositary<br> Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock | RILYL | Nasdaq<br> Global Market |
| 6.50%<br> Senior Notes due 2026 | RILYN | Nasdaq<br> Global Market |
| 6.375%<br> Senior Notes due 2025 | RILYM | Nasdaq<br> Global Market |
| 6.75%<br> Senior Notes due 2024 | RILYO | Nasdaq<br> Global Market |
| 6.00%<br> Senior Notes due 2028 | RILYT | Nasdaq<br> Global Market |
| 5.50%<br> Senior Notes due 2026 | RILYK | Nasdaq<br> Global Market |
| 5.25%<br> Senior Notes due 2028 | RILYZ | Nasdaq<br> Global Market |
| 5.00%<br> Senior Notes due 2026 | RILYG | Nasdaq<br> 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<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) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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 2022 annual meeting of stockholders (the “Annual Meeting”) of B. Riley Financial, Inc. (the “Company”) was held on May 24, 2022. 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<br> of Directors: | |||||||
|---|---|---|---|---|---|---|---|---|
| Nominee for Director | Votes For | Votes<br> Against | Abstentions | Broker<br> Non-Votes | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (01) Bryant R. Riley | 19,636,423 | 284,465 | 18,224 | 4,113,693 | ||||
| (02) Thomas J. Kelleher | 19,729,467 | 186,904 | 22,743 | 4,113,691 | ||||
| (03) Robert L. Antin | 19,406,108 | 474,080 | 58,927 | 4,113,690 | ||||
| (04) Tammy Brandt | 19,724,712 | 154,880 | 59,522 | 4,113,691 | ||||
| (05) Robert D’Agostino | 19,633,793 | 246,994 | 58,326 | 4,113,692 | ||||
| (06) Renee E. LaBran | 19,654,254 | 217,000 | 67,862 | 4,113,689 | ||||
| (07) Randall E. Paulson | 17,407,914 | 2,475,895 | 55,304 | 4,113,692 | ||||
| (08) Michael J. Sheldon | 19,636,978 | 244,783 | 57,353 | 4,113,691 | ||||
| (09) Mimi K. Walters | 16,823,079 | 3,060,155 | 55,879 | 4,113,692 | ||||
| (10) Mikel H. Williams | 17,040,967 | 2,838,396 | 59,751 | 4,113,691 | ||||
| 2. | Ratification<br> of the selection of Marcum LLP as independent registered public accounting firm for the fiscal<br> year ending December 31, 2022: | |||||||
| --- | --- | |||||||
| Votes For | Votes Against | Abstentions | ||||||
| --- | --- | --- | ||||||
| 23,883,812 | 63,759 | 105,234 | ||||||
| 3. | Vote<br> to approve, on an advisory basis, the compensation of our named executive officers: | |||||||
| --- | --- | |||||||
| Votes For | Votes Against | Abstentions | ||||||
| --- | --- | --- | ||||||
| 18,191,352 | 1,674,168 | 73,592 |
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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.
| May 26, 2022 | B. RILEY FINANCIAL, INC. | |
|---|---|---|
| By: | /s/ Phillip J. Ahn | |
| Name: | Phillip J. Ahn | |
| Title: | Chief Financial Officer and | |
| Chief Operating Officer |
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