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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): November 14, 2024
Axos Financial, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-37709 | 33-0867444 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
9205 West Russell Road, Ste 400
Las Vegas, NV 89148
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (858) 649-2218
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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, $0.01 par value | AX | New York Stock Exchange |
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.
Axos Financial, Inc. (the “Company”) held its annual meeting of stockholders on November 14, 2024 (the “Annual Meeting”). As of September 16, 2024, the record date for the Annual Meeting, 56,958,234 shares of the Company’s common stock were eligible to vote. There were a total of 49,085,693 shares present at the Annual Meeting (86.18% of the eligible shares to vote), constituting a quorum.
Set forth below are the final vote tabulations for each of the matters submitted to a vote of the stockholders, including the votes for and against, and any abstentions or broker non-votes.
The first proposal was the election of the following Class II directors with terms expiring in 2027: Gregory Garrabrants, Paul J. Grinberg, Uzair Dada and Sara Wardell-Smith.
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| For | Withheld | Broker Non-Votes |
Gregory Garrabrants | 41,246,913 | 1,450,555 | 6,388,225 |
Paul J. Grinberg | 24,902,853 | 17,794,615 | 6,388,225 |
Uzair Dada | 41,734,214 | 963,254 | 6,388,225 |
Sara Wardell-Smith | 41,869,938 | 827,530 | 6,388,225 |
The second proposal was to approve in a non-binding and advisory vote, the compensation of the Company’s Named Executive Officers as disclosed in the Company’s proxy statement.
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For | Against | Abstain | Broker Non-Votes |
25,844,309 | 16,646,076 | 207,083 | 6,388,225 |
The third proposal was the ratification of the appointment of BDO USA, P.C. as the Company’s independent public accounting firm for fiscal year 2025.
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For | Against | Abstain |
48,833,386 | 216,346 | 35,961 |
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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| | Axos Financial, Inc. |
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Date: | November 15, 2024 | By: | /s/ Derrick K. Walsh | |
| | | Derrick K. Walsh |
| | | EVP and Chief Financial Officer |