Ballantyne Strong Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
FG Group Holdings Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on December 6, 2023. There were outstanding and entitled to vote at the Annual Meeting 19,674,852 shares of common stock. There were present, in person or by proxy, 12,647,856 shares representing approximately 64.2% of the common stock outstanding and entitled to vote. The matters set forth below were voted upon, with the results as indicated:
Proposal No. 1 – Election of Directors:
The Inspector of Elections certified the following vote tabulations for the seven nominees for election to the Board of Directors, all of whom were elected to serve as directors of the Company until the Company’s 2024 annual meeting of stockholders:
| For | Withheld | Broker Non-Votes | ||||||||||
| D. Kyle Cerminara | 8,938,250 | 235,372 | 3,474,234 | |||||||||
| William J. Gerber | 6,943,696 | 2,229,926 | 3,474,234 | |||||||||
| Charles T. Lanktree | 8,896,280 | 277,342 | 3,474,234 | |||||||||
| Michael C. Mitchell | 9,004,597 | 169,025 | 3,474,234 | |||||||||
| Robert J. Roschman | 6,969,876 | 2,203,746 | 3,474,234 | |||||||||
| Ndamukong Suh | 8,929,411 | 244,211 | 3,474,234 | |||||||||
| Larry G. Swets, Jr. | 7,459,028 | 1,714,594 | 3,474,234 | |||||||||
Proposal No. 2 – Advisory Approval of Executive Compensation:
The Inspector of Elections certified the following advisory vote tabulations for the non-binding approval of the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement related to the Annual Meeting:
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 8,925,119 | 222,195 | 26,308 | 3,474,234 | ||||||||||
Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm:
The Inspector of Elections certified the following vote tabulations for the proposal to ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:
| For | Against | Abstain | |||||||
| 12,360,113 | 184,929 | 102,814 | |||||||
Proposal No. 4 – Advisory Vote on the Frequency of the Vote on Executive Compensation:
The Inspector of Elections certified the following vote tabulations for the proposal to recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | |||||||||||||
| 8,470,253 | 666 | 688,207 | 14,496 | 3,474,234 | |||||||||||||
In light of the outcome of the stockholder vote on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers and its previous recommendation, the Company’s Board of Directors has determined to continue to hold the advisory vote on the compensation of the Company’s Named Executive Officers every year until the next required vote on the frequency of such votes. Accordingly, the next stockholder advisory vote on executive compensation is expected to be held at the Company’s 2024 annual meeting of stockholders. The next advisory vote on the frequency of future advisory votes on executive compensation is required to occur no later than the Company’s 2029 annual meeting of stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FG GROUP HOLDINGS INC. | ||
| Date: December 6, 2023 | By: | /s/ Todd R. Major |
| Todd R. Major | ||
| Chief Financial Officer | ||