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): May 23, 2023
B. RILEY FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37503 | | 27-0223495 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
310-966-1444
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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, par value $0.0001 per share | | RILY | | Nasdaq Global Market |
| Depositary Shares (each representing a 1/1000th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share) | | RILYP | | Nasdaq Global Market |
| Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock | | RILYL | | Nasdaq Global Market |
| 6.50% Senior Notes due 2026 | | RILYN | | Nasdaq Global Market |
| 6.375% Senior Notes due 2025 | | RILYM | | Nasdaq Global Market |
| 6.75% Senior Notes due 2024 | | RILYO | | Nasdaq Global Market |
| 6.00% Senior Notes due 2028 | | RILYT | | Nasdaq Global Market |
| 5.50% Senior Notes due 2026 | | RILYK | | Nasdaq Global Market |
| 5.25% Senior Notes due 2028 | | RILYZ | | Nasdaq Global Market |
| 7.25% Senior Notes due 2027 | | RILYG | | Nasdaq Global Market |
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)) |
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| ☐ | 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 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On May 23, 2023, in connection with its periodic review of the Company’s Code of Business Conduct and Ethics (the “Code”), the Board of Directors of the Company amended the Code to clarify the right of the Company’s employees, agents, consultants and contractors’ right to report possible violations of the law or regulations to self-regulatory authorities or governmental agencies or entities.
The description of the amendments to the Code contained in this report is qualified in its entirety by reference to the full text of the Code filed as Exhibit 14.1 to this Current Report on Form 8-K. The Code, as amended, is available in the Governance section of the Company's website at https://ir.brileyfin.com/governance.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 annual meeting of stockholders (the “Annual Meeting”) of B. Riley Financial, Inc. (the “Company”) was held on May 23, 2023. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting.
| Nominee for Director | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| (01) Bryant R. Riley | | | 15,088,265 | | | | 147,202 | | | | 6,683 | | | | 5,335,311 | |
| (02) Thomas J. Kelleher | | | 15,102,329 | | | | 131,954 | | | | 7,867 | | | | 5,335,311 | |
| (03) Robert L. Antin | | | 14,629,787 | | | | 602,554 | | | | 9,810 | | | | 5,335,310 | |
| (04) Tammy Brandt | | | 15,080,478 | | | | 150,033 | | | | 11,640 | | | | 5,335,310 | |
| (05) Robert D’Agostino | | | 14,035,790 | | | | 1,194,636 | | | | 11,722 | | | | 5,335,313 | |
| (06) Renee E. LaBran | | | 13,743,195 | | | | 1,484,885 | | | | 14,072 | | | | 5,335,309 | |
| (07) Randall E. Paulson | | | 13,779,086 | | | | 1,452,822 | | | | 10,242 | | | | 5,335,311 | |
| (08) Michael J. Sheldon | | | 15,067,341 | | | | 163,534 | | | | 11,274 | | | | 5,335,312 | |
| (09) Mimi K. Walters | | | 13,726,273 | | | | 1,504,425 | | | | 11,450 | | | | 5,335,313 | |
| 2. | Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023: |
| Votes For | | | Votes Against | | | Abstentions | |
| | 12,491,891 | | | | 7,236,392 | | | | 849,178 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
| May 30, 2023 | B. RILEY FINANCIAL, INC. |
| | |
| | By: | /s/ Phillip J. Ahn |
| | | Name: | Phillip J. Ahn |
| | | Title: | Chief Financial Officer and
Chief Operating Officer |
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