Current Report Filing (8-k)
August 24 2022 - 5:23PM
Edgar (US Regulatory)
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2022-08-23
2022-08-23
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2022-08-23
2022-08-23
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FGF:Sec8.00CumulativePreferredStockSeries25.00ParValuePerShareMember
2022-08-23
2022-08-23
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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): August 23, 2022
FG
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-36366 |
|
46-1119100 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
360
Central Avenue, Suite 800, St. Petersburg, FL 33701
(Address
of principal executive offices, including Zip Code)
847-773-1665
(Registrant’s
telephone number, including area code)
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 240.13a-4(c)) |
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, $0.001 par value per share |
|
FGF |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
8.00%
Cumulative Preferred Stock, Series A, $25.00 par value per share |
|
FGFPP |
|
The
Nasdaq Stock Market LLC |
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.
On
August 23, 2022, FG Financial Group, Inc. (the “Company”) held its 2022 Annual Meeting of shareholders (the “Annual
Meeting”). The following matters were considered:
1.
Election of Directors
Shareholders
elected all of the Company’s nominees for director for one-year terms expiring on the next annual meeting of shareholders. The
voting results were as follows:
| |
FOR | | |
WITHHELD | | |
BROKER NON- VOTE | |
(1) Mr. D. Kyle Cerminara | |
| 5,976,665 | | |
| 74,402 | | |
| 1,556,808 | |
(2) Mr. Richard E. Govignon, Jr. | |
| 5,987,577 | | |
| 63,490 | | |
| 1,556,808 | |
(3) Ms. Rita Hayes | |
| 5,932,896 | | |
| 118,171 | | |
| 1,556,808 | |
(4) Mr. E. Gray Payne | |
| 5,927,775 | | |
| 123,292 | | |
| 1,556,808 | |
(5) Mr. Larry G. Swets, Jr. | |
| 5,988,177 | | |
| 62,890 | | |
| 1,556,808 | |
(6) Mr. Scott D. Wollney | |
| 5,934,283 | | |
| 116,784 | | |
| 1,556,808 | |
2.
Approval of Amendment to the Company’s Certificate of Incorporation to Authorize a New Class of Preferred Stock
Shareholders
approved an amendment to the Company’s Certificate of Incorporation to authorize 99,000,000 shares of a new class of Preferred
Stock. The voting results were as follows
For | | |
Against | | |
Abstentions | | |
BROKER NON VOTE | |
5,666,757 | | |
| 362,330 | | |
| 21,980 | | |
| 1,556,808 | |
3.
Approval and Ratification of Auditor
Shareholders
approved and ratified the appointment of BDO USA LLP to serve as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2022. The voting results were as follows:
For | | |
Against | | |
Abstentions | |
7,322,179 | | |
| 77,892 | | |
| 207,804 | |
4.
Non-Binding Advisory Resolution on Executive Compensation
Shareholders
approved on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s
proxy statement pursuant to Item 402 of Regulation S-K, including the compensation tables and accompanying narrative disclosure. The
voting results were as follows
For | | |
Against | | |
Abstentions | | |
BROKER NON VOTE | |
5,852,656 | | |
| 175,071 | | |
| 23,340 | | |
| 1,556,808 | |
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.
|
FG
FINANCIAL GROUP, INC. |
|
|
Date:
August 24, 2022 |
By: |
/s/
Hassan R. Baqar |
|
Name: |
Hassan
R. Baqar |
|
Title: |
Executive
Vice President and Chief Financial Officer |
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