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): April 2, 2020
NATIONAL HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-12629
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36-4128138
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200 Vesey Street, 25th Floor, New York, NY 10281
(Address of Principal Executive Offices)
(212) 417-8000
(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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.02 par value per share |
NHLD |
The Nasdaq Capital Market |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 2, 2020, the Board of Directors (the “Board”) of National Holdings Corporation (the “Company”) approved an amendment (the “Amendment”) to the Amended and Restated By-Laws, as amended (the “By-Laws”), of the Company to authorize the chairman of a meeting of stockholders to adjourn such meeting for any reason. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) of the Company held on April 2, 2020, the Company’s stockholders voted on the following proposals:
1. Michael A. Mullen was reelected to the Board as a Class III director for a term expiring at the 2023 Annual Meeting of Stockholders. Jeff Gary was not reelected to the Board. In accordance with our By-Laws, Mr. Gary will continue to serve as a director until a successor is elected and has been qualified.
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For |
Against |
Abstain |
Broker Non-Votes |
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Jeff Gary |
1,765,452 |
6,407,461 |
55,177 |
0 |
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Michael A. Mullen |
8,044,858 |
160,031 |
23,201 |
0 |
Following the 2020 Annual Meeting, Robert B. Fagenson and Michael E. Singer, having terms expiring in 2021, and Barbara Creagh, Daniel Hume and Nassos Michas, having terms expiring in 2022, continued in office.
2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was not approved.
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For: |
1,424,176 |
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Against: |
6,461,460 |
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Abstain: |
342,454 |
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Broker Non-Votes: |
0 |
3. The appointment of EisnerAmper LLP as the independent registered public accounting firm for the Company for the fiscal year ended September 30, 2020 was ratified.
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For: |
8,220,614 |
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Against: |
1,398 |
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Abstain: |
6,078 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
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Exhibit
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Description |
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3.1 |
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Amendment to the Amended and Restated By-Laws of National Holdings Corporation. |
SIGNATURE
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.
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Date: April 6, 2020 |
NATIONAL HOLDINGS CORPORATION (Registrant) |
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By: |
/s/ Michael A. Mullen |
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Name: |
Michael A. Mullen |
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Title: |
Chief Executive Officer |
Exhibit 3.1
Amendment to Amended and Restated By-Laws of National Holdings Corporation
The amendment deletes the existing Article II, Section 6 of the Amended and Restated By-Laws, as amended, of National Holdings Corporation and replaces it in its entirety with the text set forth below.
“SECTION 6. Quorum, Adjournments. The holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. Any meeting of stockholders may be adjourned from time to time to reconvene at any other time and to any other place at which a meeting of stockholders may be held under these By-Laws by the chairman of the meeting. At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty days, or, if after adjournment a new record date is set, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.”