UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2021, the Board of Directors adopted the FG Financial Group, Inc. 2021 Equity Incentive Plan, or the “2021 Plan”), which stockholders approved at our 2021 annual meeting (the “Annual Meeting”). The 2021 Plan will be the successor to the Company’s 2014 Amended and Restated Equity Incentive Plan and the Company’s 2018 Equity Incentive Plan (the “Prior Plans”). No further awards will be made under the Prior Plans. However, outstanding awards granted under the Prior Plans before stockholder approval of the 2021 Plan will remain outstanding in accordance with their terms. Awards granted under the 2021 Plan may be in the form of stock options (which may be incentive stock options or nonqualified stock options), stock appreciation rights (or “SARs”), restricted shares, restricted share units, and other share-based awards. No awards may be made under the 2021 Plan after September 30, 2031 or such earlier date as the Board of Directors may terminate the 2021 Plan.
The 2021 Plan will be administered by the Compensation and Management Resources Committee of the Board of Directors (the “Compensation Committee”), or by such other committee or subcommittee as may be appointed by our Board, and which consists entirely of two or more individuals who are “non-employee directors,” within the meaning of Rule 16b-3 under the Exchange Act, and “independent directors,” within the meaning of applicable stock exchange rules.
The Compensation Committee can make rules and regulations and establish such procedures for the administration of the 2021 Plan as it deems appropriate and may delegate any of its authority to one or more directors or employees, to the extent permitted by applicable laws. Our Board of Directors also reserves the authority to administer and issue awards under the 2021 Plan.
The 2021 Plan provides for awards to our non-employee directors and to employees and consultants of the Company and our subsidiaries who are selected by the Compensation Committee, except that incentive stock options may only be granted to our employees and employees of our subsidiaries. It is currently anticipated that approximately seven employees, five non-employee directors, and five consultants will be eligible for awards under the 2021 Plan, at the discretion of the Compensation Committee.
The maximum number of shares that may be issued or transferred with respect to awards under the 2021 Plan is 1,500,000 shares, subject to adjustment in certain circumstances as described below. Shares issued under the 2021 Plan may include authorized but unissued shares, treasury shares, shares purchased in the open market, or a combination of the foregoing. Shares underlying awards that are settled in cash or that terminate or are forfeited, cancelled, or surrendered without the issuance of shares generally will again be available for issuance under the 2021 Plan. However, shares used to pay the exercise price of stock options, shares repurchased by the Company with stock option proceeds, and shares used to pay withholding taxes upon exercise, vesting or payment of an award, will not be added back to the share reserve under the 2021 Plan. In addition, when a SAR is exercised and settled in shares, all of the shares underlying the SAR will be counted against the share limit of the 2021 Plan, regardless of the number of shares used to settle the SAR.
Shares subject to awards that are granted in assumption of, or in substitution or exchange for, outstanding awards previously granted by an entity acquired directly or indirectly by the Company will not count against the share limit above, except as may be required by the rules and regulations of any stock exchange or trading market.
A summary of the 2021 Plan is included in Proposal Three of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 25, 2021, https://www.sec.gov/Archives/edgar/data/1591890/000149315221026168/formdef14a.htm (the “Proxy Statement”), beginning at page 20, which summary is incorporated in its entirety herein by reference. The summaries of the 2021 Plan contained herein and in the Proxy Statement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the 2021 Plan, a copy of which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Certificate of Incorporation
At the Annual Meeting, the Company’s stockholders adopted an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, increasing the number of authorized shares of common stock from 10,000,000 to 100,000,000. The amendment became effective December 15, 2021, upon its filing with the Delaware Secretary of State.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on December 15, 2021. For more information on the following proposals submitted to stockholders, see the Proxy Statement, https://www.sec.gov/Archives/edgar/data/1591890/000149315221026168/formdef14a.htm. Below are the final voting results.
Proposal No. 1 – Election of Directors.
The following were elected directors, each for a term expiring at the next annual meeting of stockholders:
Name | Votes For | Votes Withheld | Broker Non-Votes | |||
D. Kyle Cerminara | 4,007,954 | 80,067 | 462,534 | |||
Richard E. Govignon, Jr. | 3,984,592 | 103,429 | 462,534 | |||
Rita Hayes | 3,984,896 | 103,125 | 462,534 | |||
E. Gray Payne | 3,925,657 | 162,364 | 462,534 | |||
Larry G. Swets, Jr. | 4,048,004 | 40,017 | 462,534 | |||
Scott D. Wollney | 3,932,934 | 155,087 | 462,534 |
Proposal No. 2(A) – Increase Authorized Common Stock.
As set forth in Item 5.03, the Company’s stockholders adopted an amendment to the Company’s certificate of incorporation increasing the authorized common stock.
Votes For | Votes Against | Votes Abstained | ||
3,705,071 | 382,150 | 800 |
Proposal No. 2(B) – Increase Authorized Preferred Stock and Decrease Par Value of Preferred Stock.
The proposal to increase the authorized preferred stock and decrease its par value was defeated:
Stockholders | Votes For | Votes Against | Votes Abstained | |||
Common Shares | 3,709,268 | 377,953 | 800 | |||
Preferred Shares | 219,780 | 103,001 | 7,875 |
Proposal No. 3 – Approve Equity Incentive Plan.
As set forth in Item 5.02, stockholders adopted the FG Financial Group, Inc. 2021 Equity Incentive Plan.
Votes For | Votes Against | Votes Abstained | ||
3,662,970 | 423,376 | 1,675 |
Proposal No. 4 – Ratification of Independent Auditors.
Stockholders ratified appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.
Votes For | Votes Against | Votes Abstained | ||
4,547,738 | 1,591 | 1,226 |
Proposal No. 5 – Advisory “Say-on-Pay” Proposal.
Stockholders adopted a non-binding advisory resolution approving compensation of the Company’s named executive officers.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
4,024,832 | 56,974 | 6,215 | 462,534 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description | |
3.1 | Certificate of Amendment of Fourth Amended and Restated Certificate of Incorporation | |
10.1 | FG Financial Group, Inc. 2021 Equity Incentive Plan | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
FG FINANCIAL GROUP, INC. | ||
Date: December 17, 2021 | By: | /s/ Brian D. Bottjer |
Name: | Brian D. Bottjer | |
Title: | Chief Accounting Officer |