Hennessy Advisors Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):          September 16, 2024

 

 

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (415) 899-1555

 

(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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

 

On September 20, 2024, Hennessy Advisors, Inc. (the “Company”) entered into a Second Amendment to the Fourth Amended and Restated Employment Agreement with Neil J. Hennessy, which amends the Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, as previously amended on February 8, 2024, between the Company and Mr. Hennessy. Effective as of October 1, 2024, the amendment reduces the quarterly incentive‑based bonus payable to Mr. Hennessy for each fiscal quarter from 6.5% to 5.0% of pre‑tax profits for such fiscal quarter, where pre‑tax profits are computed without regard to (a) bonuses payable to employees (including related payroll tax expenses) for the fiscal year, (b) depreciation expense, (c) amortization expense, (d) compensation expense related to restricted stock units (or other stock-based compensation expense), and (e) asset impairment charges (“adjusted pre‑tax profit”), and (2) reduces from 6.5% to 5.0% the percentage amount used in the calculation to reduce the reserve account if the Company has an adjusted pre-tax loss (computed in the same manner as adjusted pre-tax profit) during any subsequent quarter in the same fiscal year.

 

The Second Amendment to the Fourth Amended and Restated Employment Agreement with Mr. Hennessy is attached as Exhibit 99.1 hereto and is incorporated herein by reference. A copy of the Fourth Amended and Restated Employment Agreement, as previously amended, is incorporated by reference herein from the Company’s Current Report on Form 8‑K filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2019, and the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 8, 2024, respectively.

 

 

On September 20, 2024, the Company entered into a Second Amendment to the Employment Agreement with Teresa M. Nilsen, which amends the Employment Agreement, dated as of January 26, 2018, as previously amended on February 8, 2024, between the Company and Ms. Nilsen. Effective as of October 1, 2024, the amendment (i) increases the quarterly incentive‑based bonus payable to Ms. Nilsen for each fiscal quarter from 3.5% to 5.0% of adjusted pre‑tax profit for such fiscal quarter, (ii) increases from 3.5% to 5.0% the percentage amount used in the calculation to reduce the reserve account if the Company has an adjusted pre-tax loss (computed in the same manner as adjusted pre-tax profit) during any subsequent quarter in the same fiscal year, and (iii) increases Ms. Nilsen’s annual base salary to $375,000.

 

The Second Amendment to the Employment Agreement with Ms. Nilsen is attached as Exhibit 99.2 hereto and is incorporated herein by reference. A copy of the Employment Agreement, as previously amended, is incorporated by reference herein from the Company’s Current Report on Form 8‑K filed with the SEC on January 25, 2018, and the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 8, 2024, respectively.

 

 

On September 16, 2024, the Compensation Committee of the Board of Directors of the Company approved an adjustment to the annual base salary for Kathryn R. Fahy, the Company’s Chief Financial Officer and Senior Vice President, to $275,000. The salary adjustment is effective as of October 1, 2024.

 

 

Item 9.01.         Financial Statements and Exhibits

 

 

 

 

 

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.