hgbl-8ka_20210609.DOCX.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 15, 2021 (June 09, 2021)

HERITAGE GLOBAL INC.

(Exact name of registrant as specified in its charter)



Florida	001-39471	59-2291344
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



12625 High Bluff Drive, Suite 305, San Diego, California		92130
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 847-0656

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 (see General Instruction A.2. below):


☐	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 (l7 CFR 240.13e-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, $0.01 Par Value	HGBL	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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Heritage Global Inc. (the “Company”) with the Securities and Exchange Commission on June 15, 2021 (the “Original 8-K”). The purpose of this Amendment is to update the disclosure under “Item 5.07 Submission of Matters to a Vote of Security Holders” of the Original 8-K to provide information regarding the determination of the Board of Directors of the Company (the “Board”) as to how frequently the Company will conduct future shareholder advisory votes on the compensation of the Company’s named executive officers. No other changes are being made to the Original 8-K.

Item 5.07

Submission of Matters to a Vote of Security Holders.

Say-On-Frequency Determination

At the Annual Meeting of Shareholders of the Company held on June 9, 2021 (the “Annual Meeting”), the Company’s shareholders voted on, among other matters, a non-binding advisory vote regarding the frequency of future shareholder non-binding advisory votes on the compensation of the Company’s named executive officers. The frequency of three years received the highest number of votes cast by shareholders at the Annual Meeting. Based on these advisory vote results, the Board has determined that the Company will hold a shareholder non-binding advisory vote on executive compensation every three years. As a result, the Company expects that the next non-binding advisory vote on the compensation of the Company’s named executive officers will be submitted to shareholders at the Company’s 2024 annual meeting of shareholders, and the next advisory vote regarding the frequency of future shareholder non-binding advisory votes on the compensation of the Company’s named executive officers will be submitted to shareholders at the Company's 2027 annual meeting of shareholders.

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.

	HERITAGE GLOBAL INC.


Date: December 27, 2021	By:	/s/ Ross Dove
		Ross Dove
		Chief Executive Officer

Heritage Global Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders (Amendment)