A-Mark Precious Metals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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.
Results of Annual Meeting
On November 13, 2024, A-Mark Precious Metals, Inc. (the "Company") held its Annual Meeting of Stockholders (the “Meeting”) in a virtual-only format. Of the 23,002,059 shares of common stock outstanding as of the record date of September 19, 2024 and entitled to vote, 16,085,553 shares, or 69.9%, were present in-person virtually or represented by proxy at the Meeting. At the Meeting, the Company’s stockholders: (1) approved the election of all of the nominees as directors, to hold office until the 2025 Annual Meeting of Stockholders and until their respective successors are elected and qualified or until their earlier resignation or removal; (2) on an advisory basis, approved the fiscal year 2024 compensation of the named executive officers of the Company; and (3) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2025.
The results of the voting on the matters submitted to the stockholders were as follows:
1) Election of Directors:
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Nominee |
For |
Withheld |
Broker Non-Votes |
% Votes For (Based on Shares Voted and Withheld) |
Jeffrey D. Benjamin |
12,649,525 |
137,993 |
3,298,035 |
98.92% |
Ellis Landau |
12,681,723 |
105,795 |
3,298,035 |
99.17% |
Beverley Lepine |
12,575,702 |
211,816 |
3,298,035 |
98.34% |
Carol Meltzer |
12,667,329 |
120,189 |
3,298,035 |
99.06% |
John U. Moorhead |
12,550,986 |
236,532 |
3,298,035 |
98.15% |
Jess M. Ravich |
12,574,876 |
212,642 |
3,298,035 |
98.34% |
Gregory N. Roberts |
12,744,192 |
43,326 |
3,298,035 |
99.66% |
Monique Sanchez |
11,982,973 |
804,545 |
3,298,035 |
93.71% |
Kendall Saville |
12,701,522 |
85,996 |
3,298,035 |
99.33% |
Michael R. Wittmeyer |
12,749,319 |
38,199 |
3,298,035 |
99.70% |
2) Advisory Vote on Fiscal Year 2024 Compensation of the Named Executive Officers:
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For |
Against |
Abstain |
Broker Non-Votes |
% Votes For (Based on Votes Cast (i.e., Shares Voted For and Against)) |
9,848,018 |
2,794,388 |
145,112 |
3,298,035 |
77.90% |
3) Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2025:
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For |
Against |
Abstain |
Broker Non-Votes |
% Votes For (Based on Votes Cast (i.e., Shares Voted For and Against)) |
16,031,690 |
52,001 |
1,862 |
-- |
99.68% |
Item 8.01 Other Events.
Appointment of Committee Members and Officers
On November 13, 2024, the Board of Directors of the Company appointed the following persons to the committees of the Board of Directors:
Audit Committee
Beverley Lepine, Chairperson
Ellis Landau
Jess M. Ravich
Kendall Saville
Compensation Committee
Jess M. Ravich, Chairperson
Ellis Landau
John U. Moorhead
Kendall Saville
Nominating and Corporate Governance Committee
Monique Sanchez, Chairperson
Beverley Lepine
John U. Moorhead
Jess M. Ravich
The Board of Directors also appointed the following officers to the positions set forth below opposite their respective names:
Officer |
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Position |
Jeffrey D. Benjamin |
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Chairman of the Board |
Gregory N. Roberts |
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Chief Executive Officer |
Thor Gjerdrum |
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President |
Kathleen Simpson-Taylor |
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Chief Financial Officer, Executive Vice President and Assistant Secretary |
Brian Aquilino |
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Chief Operating Officer |
Carol Meltzer |
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General Counsel, Executive Vice President and Secretary |
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.
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A-MARK PRECIOUS METALS, INC. |
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Date: |
November 15, 2024 |
By: |
/s/ Carol Meltzer |
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Name: Title: |
Carol Meltzer |