Form 8-K B. Riley Financial, Inc. For: May 23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(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 | ||
Global Market | ||||
Global Market | ||||
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 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On May 23, 2023, in connection with its periodic review of the Company’s Code of Business Conduct and Ethics (the “Code”), the Board of Directors of the Company amended the Code to clarify the right of the Company’s employees, agents, consultants and contractors’ right to report possible violations of the law or regulations to self-regulatory authorities or governmental agencies or entities.
The description of the amendments to the Code contained in this report is qualified in its entirety by reference to the full text of the Code filed as Exhibit 14.1 to this Current Report on Form 8-K. The Code, as amended, is available in the Governance section of the Company's website at https://ir.brileyfin.com/governance.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 annual meeting of stockholders (the “Annual Meeting”) of B. Riley Financial, Inc. (the “Company”) was held on May 23, 2023. 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 | 15,088,265 | 147,202 | 6,683 | 5,335,311 | ||||||||||||
(02) Thomas J. Kelleher | 15,102,329 | 131,954 | 7,867 | 5,335,311 | ||||||||||||
(03) Robert L. Antin | 14,629,787 | 602,554 | 9,810 | 5,335,310 | ||||||||||||
(04) Tammy Brandt | 15,080,478 | 150,033 | 11,640 | 5,335,310 | ||||||||||||
(05) Robert D’Agostino | 14,035,790 | 1,194,636 | 11,722 | 5,335,313 | ||||||||||||
(06) Renee E. LaBran | 13,743,195 | 1,484,885 | 14,072 | 5,335,309 | ||||||||||||
(07) Randall E. Paulson | 13,779,086 | 1,452,822 | 10,242 | 5,335,311 | ||||||||||||
(08) Michael J. Sheldon | 15,067,341 | 163,534 | 11,274 | 5,335,312 | ||||||||||||
(09) Mimi K. Walters | 13,726,273 | 1,504,425 | 11,450 | 5,335,313 |
2. | Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023: |
Votes For | Votes Against | Abstentions | ||||||||
12,491,891 | 7,236,392 | 849,178 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
14.1 | B. Riley – Code of Business Conduct and Ethics_05232023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
May 30, 2023 | B. RILEY FINANCIAL, INC. | ||
By: | /s/ Phillip J. Ahn | ||
Name: | Phillip J. Ahn | ||
Title: | Chief Financial Officer and Chief Operating Officer |
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ATTACHMENTS / EXHIBITS
B. RILEY - CODE OF BUSINESS CONDUCT AND ETHICS_05232023
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