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): 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 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 | ||
| Depositary Shares (each representing a 1/1000th 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 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 | ||
| 6.75% Senior Notes due 2024 | RILYO | Nasdaq Global Market | ||
| 6.50% Senior Notes due 2026 | RILYN | Nasdaq Global Market | ||
| 6.375% 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 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 | |||