WHG 8-K
Westwood Holdings Group Inc (WHG)
8-K
2024-12-05
For: 2024-12-02
View Original
Added on
April 10, 2026
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): December 2, 2024
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(Exact name of registrant as specified in charter)
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| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| of incorporation) | ||||||||||||||
(Address of principal executive offices)
(Registrant's telephone number, including area code)
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by checkmark 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 checkmark if the registrant has elected not to use the extended transition period for complying with any new revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On February 14, 2024, the Board of Directors (the "Board") of Westwood Holdings Group, Inc. (the "Company") approved an amendment to the Company’s Amended and Restated Certificate of Incorporation. The stockholders of the Company voted to approve the amendment to the Company’s Amended and Restated Certificate of Incorporation at the Annual Meeting of Stockholders on May 1, 2024.
Attached hereto as Exhibit 3.1 is the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: Not applicable.
(b) Pro forma financial information: Not applicable.
(c) Exhibits: The following exhibits are furnished with this report:
Exhibit Number Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company dated as of December 2, 2024.
104 Cover Page Interactive Date File (embedded within the Inline XBRL document)
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.
Date: December 2, 2024
| WESTWOOD HOLDINGS GROUP, INC. | |||||
| By: | /s/ Murray Forbes III | ||||
| Murray Forbes III | |||||
| Chief Financial Officer and Treasurer | |||||
Delaware The First State Page 1 3465986 8100 Authentication: 205012126 SR# 20244360488 Date: 12-03-24 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “WESTWOOD HOLDINGS GROUP, INC.”, FILED IN THIS OFFICE ON THE SECOND DAY OF DECEMBER, A.D. 2024, AT 4:35 O`CLOCK P.M.
