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): July 12, 2019

 

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter) 

         
Delaware   001-37503   27-0223495

(State or other jurisdiction

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 pursuant to Section 12(b) of the Act:  

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         

Common Stock, par value $0.0001 per share

 

RILY

 

Nasdaq Global Market

7.25% Senior Notes due 2027

 

RILYG

 

Nasdaq Global Market

7.50% Senior Notes due 2027

 

RILYZ

 

Nasdaq Global Market

7.375% Senior Notes due 2023

 

RILYH

 

Nasdaq Global Market

6.875% Senior Notes due 2023

 

RILYI

 

Nasdaq Global Market

7.50% Senior Notes due 2021

  RILYL  

Nasdaq Global Market

6.75% Senior Notes due 2024   RILYO  

Nasdaq Global Market

(Title of Class)        

 

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 o

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. o

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective July12, 2019, the Board of Directors (the “ Board ”) of B. Riley Financial, Inc. (the “ Company ”) increased the number of directors that comprised the full Board from eight to nine members and appointed Marian Krogius “Mimi” Walters as an independent director to fill the new seat on the Board, with a term expiring at the Company’s 2020 annual meeting of stockholders. Ms. Walters will serve on the Corporate Governance Committee of the Board. There is no arrangement between Ms. Walters and any other person pursuant to which she was selected as director.

In connection with Ms. Walters’ appointment to serve on the Board, the Company will enter into an indemnification agreement with Ms. Walters in the form in which the Company has entered into with its other directors, which form is filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2009 and is incorporated herein by reference.

On July 16, 2019, the Company issued a press release announcing Ms. Walters’ appointment to the Board, which i s attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Press Release, dated July 16, 2019.

 

 

1  

 

 

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.

 

July 18, 2019 B. RILEY FINANCIAL, INC.  
     
  By:   /s/ Phillip J. Ahn  
    Name:   Phillip J. Ahn  
    Title:  

Chief Financial Officer and

Chief Operating Officer

 

 

2  

Exhibit 99.1

 

www.brileyfin.com

 

B. Riley Financial Appoints Former U.S. Representative Mimi Walters to its Board of Directors

 

Walters brings significant business, finance

and public sector experience to Company’s Board

 

LOS ANGELES, July 16, 2019 – B. Riley Financial, Inc. (NASDAQ:RILY), a diversified financial services company which operates through several wholly-owned subsidiaries, today announced the appointment of Mimi Walters to the Company’s Board of Directors, effective July 12, 2019. Ms. Walters brings significant business, finance and policy expertise with more than 20 years of public service and private sector experience. The appointment of Ms. Walters brings the number of Directors on the Company’s Board to nine, of which six are independent. As Director, she will also serve on the Board’s Governance Committee.

 

“Mimi offers unique insights and perspectives to our company given her long tenure in public service and experience working with and on behalf of various businesses across the state of California,” said Bryant Riley, Chairman and Co-CEO, B. Riley Financial. “We are excited to welcome Mimi to B. Riley and look forward to her contributions to our Board.”

 

Ms. Walters is a former U.S. Representative from California’s 45th Congressional District. She has worked on key legislation, business and policy initiatives related to technology, energy, environmental and healthcare, including the opioid crisis and veterans’ medical services. As a member of House leadership, she served on the Energy and Commerce Committee, the Judiciary Committee and the Transportation and Infrastructure Committee.

 

Prior to her election to the U.S. House of Representatives, Ms. Walters was a member of the California State Senate where she served on the Banking and Financial Institutions Committee and as vice chair for the Public Employment and Retirement Committee. She previously served as a member of the California State Assembly and as mayor, city council member and chair of the city council's Investment and Banking Committee in Laguna Niguel, CA. Prior to her career in public service, Ms. Walters was an investment professional at Drexel Burnham Lambert and Kidder, Peabody & Co. She earned a B.A. in political science from the University of California, Los Angeles.

 

About B. Riley Financial

B. Riley Financial (NASDAQ:RILY) provides collaborative financial services and solutions tailored to fit the capital raising and financial advisory needs of public and private companies and high-net-worth individuals. The Company operates through several wholly-owned subsidiaries, including B. Riley FBR, a full-service investment bank and institutional brokerage; Great American Group, a leading provider of asset disposition, appraisal, corporate advisory and valuation services; GlassRatner, a specialty financial advisory services and consulting firm; B. Riley Wealth Management, B. Riley Asset Management and B. Riley Alternatives, which offer investment management to institutional and high net worth investors; Great American Capital Partners, which originates and underwrites senior secured loans for asset-rich companies; and B. Riley Principal Investments, which invests in or acquires companies and assets with attractive return profiles. For more information, visit www.brileyfin.com.

 

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Contacts

 

 

Investor Relations

 

Media Relations

 

B. Riley Financial

 

Jo Anne McCusker

 

ir@brileyfin.com

 

jmccusker@brileyfin.com

 

(310) 966-1444

 

(646) 885-5425

 

 

 

 

 

 

B. Riley Financial, Inc. |  www.brileyfin.com |  NASDAQ: RILY