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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): May 27, 2021

 

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

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

 

11100 Santa Monica Blvd., Suite 800

Los Angeles, 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 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
Depositary Shares (each representing a 1/1000th interest in a 7.375% Series B Cumulative Perpetual Preferred Share, par value $0.0001 per share)   RILYL   Nasdaq Global Market
7.25% Senior Notes due 2027   RILYG   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
6.00% Senior Notes due 2028   RILYT   Nasdaq Global Market
5.50% Senior Notes due 2026   RILYK   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 2021 annual meeting of stockholders (the “Annual Meeting”) of B. Riley Financial, Inc. (the “Company”) was held on May 27, 2021. 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     18,697,053       93,285       5,574       3,252,355  
(02)   Robert D’Agostino     15,965,391       2,799,060       31,460       3,252,356  
(03)   Robert L. Antin     14,611,566       4,152,985       31,360       3,252,356  
(04)   Thomas J. Kelleher     18,741,235       31,227       23,449       3,252,356  
(05)   Randall E. Paulson     18,751,195       13,356       31,360       3,252,356  
(06)   Michael J. Sheldon     18,659,949       104,567       31,395       3,252,356  
(07)   Mimi K. Walters     18,496,894       267,539       31,477       3,252,357  
(08)   Mikel H. Williams     13,793,172       4,972,483       30,256       3,252,356  

 

2. Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2021:

 

Votes For     Votes Against     Abstentions  
  21,972,532       48,850       26,885  

 

3. Approval of B. Riley Financial 2021 Stock Incentive Plan:

 

Votes For     Votes Against     Abstentions  
  14,005,879       4,736,021       54,008  

 

Item 8.01 Other Events.

 

Approval of Award Agreement under the B. Riley Financial, Inc. 2021 Stock Incentive Plan

 

On May 28, 2021, the Compensation Committee of the Board of Directors (the “Committee”) of the Company has approved a form of time-vesting restricted stock unit (“RSU”) award agreement (the “RSU Award Agreement”) that sets forth the terms of RSU awards that may be granted to certain employees and executive officers of the Company under the B. Riley Financial, Inc. 2021 Stock Incentive Plan (the “2021 Plan”), subject to the terms of the 2021 Plan.

 

The foregoing description of the RSU Award Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of RSU Award Agreement that is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
10.01   Form of Restricted Stock Unit Award Agreement (Time-Vesting) under the B. Riley Financial, Inc. 2021 Stock Incentive Plan.

 

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.

 

May 28, 2021 B. RILEY FINANCIAL, INC.
     
  By: /s/ Phillip J. Ahn
  Name:  Phillip J. Ahn
  Title: Chief Financial Officer and
Chief Operating Officer

 

 

2

 

Exhibit 10.01

 

B. Riley Financial, Inc.
2021 STOCK INCENTIVE PLAN

 

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

 

This Time-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of time-based restricted stock units (“RSUs”) by B. Riley Financial, Inc., a Delaware corporation (together with any Subsidiary, and any successor entity thereto, the “Company”), under the B. Riley Financial, Inc. 2021 Stock Incentive Plan (as amended, supplemented or modified from time to time, the “Plan”). Capitalized terms not defined in this Award Agreement have the meanings given to them in the Plan.

 

Name of Grantee:

[●] (the “Grantee”).
   
Grant Date: [●] (the “Grant Date”).
   
Time-Based RSUs: [●]
   
Vesting:

[●]

 

The RSUs will only vest if the Grantee is and has been continuously Employed by the Company from the Grant Date through the applicable Vesting Date. Any unvested RSUs will be forfeited upon the Grantee’s termination of Employment, except:

 

A.   Upon the Grantee’s death [or Disability (as defined in the Grantee’s employment agreement)], any unvested RSUs will immediately vest[; and]

 

B.    [Upon the Grantee’s termination by the Company without Cause or the Grantee’s resignation for Good Reason, unvested RSUs will immediately vest].1

   
Payment: The Company will deliver to the Grantee one Share (or, at the election of the Company, cash equal to the Fair Market Value thereof) for each vested RSU no later than 60 days after the RSU vests, subject to applicable tax withholding (such date the Shares are so delivered, a “Payment Date”).
   
Dividend Equivalent Rights: Promptly following a Payment Date, the Company will pay to the Grantee a cash amount equal to the product of (1) all cash dividends or other distributions (other than cash dividends or other distributions pursuant to which the RSUs were adjusted pursuant to Section 1.6.3 of the Plan), if any, paid on a Share from the Grant Date to such Payment Date, including any such dividends or distributions with an ex-dividend date prior to a Vesting Date that pay after a Vesting Date and (2) the number of Shares delivered to the Grantee on such Payment Date (including for this purpose any Shares which would have been delivered on such Payment Date but for being withheld to satisfy tax withholding obligations).
   
All Other Terms: As set forth in the Plan.

 

The Plan is incorporated herein by reference. Except as otherwise set forth in this Award Agreement, this Award Agreement and the Plan constitute the entire agreement and understanding of the parties with respect to the RSUs. In the event that any provision of this Award Agreement is inconsistent with the Plan, the terms of the Plan will control. Except as specifically provided herein, in the event that any provision of this Award Agreement is inconsistent with any employment agreement or similar agreement between the Grantee and the Company (“Employment Agreement”), the terms of the Employment Agreement will control.

 

By accepting this award, the Grantee agrees to be subject to the terms and conditions of the Plan and this Award Agreement.

 

This Award Agreement may be executed in counterparts, which together will constitute one and the same original.

 

 

 

1 Bracketed portions to be included in certain award agreements.

 

 

 

IN WITNESS WHEREOF, the parties have caused this Award Agreement to be duly executed and effective as of the Grant Date.

 

  B. Riley Financial, Inc.
   
  By:  
    Name:
    Title:
     
  [NAME OF GRANTEE]