8-K 1 amrk-8k_20201029.htm 8-K amrk-8k_20201029.htm

 

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): October 29, 2020

 

 

A-MARK PRECIOUS METALS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-36347

11-2464169

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

2121 Rosecrans Avenue

Suite 6300 

El Segundo, CA

 

90245

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (310) 587-1477 

 

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))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 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

 

AMRK

 

NASDAQ Global Select Market

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 5.07 Submission of Matters to a Vote of Security Holders.

Results of Annual Meeting

On October 29, 2020, A-Mark Precious Metals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) in a virtual-only format. Of the 7,035,089 shares of common stock outstanding (as of the record date of September 4, 2020) and entitled to vote, 5,870,712 shares, or 83.45%, were present in-person virtually or represented by proxy at the Meeting. At the Meeting, the Company’s stockholders (1) approved the election of all of the nominees as directors to hold office until the 2021 Annual Meeting of Stockholders and until their respective successors are elected and qualified or until their earlier resignation or removal, (2) on an advisory basis, approved the fiscal year 2020 compensation of the named executive officers of the Company, and (3) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021.

The final results of the voting on the matters submitted to the stockholders were as follows:

 

1) Election of Directors

 

 

 

 

 

 

 

Nominee

For

Withheld

Broker

Non-Vote

% Votes For

(Based on Total Shares)

% Votes For

(Based on Total Shares Voted)

1. Jeffrey D. Benjamin

4,459,925

163,289

 

1,247,498

63.40%

75.97%

2. Ellis Landau

4,495,218

 

127,996

 

1,247,498

63.90%

76.57%

3. Beverley Lepine

4,499,606

 

123,608

 

1,247,498

63.96%

76.64%

4. John U. Moorhead

4,250,657

 

372,557

 

1,247,498

60.42%

72.40%

5. Jess M. Ravich

3,725,170

 

898,044

 

1,247,498

52.95%

63.45%

6. Gregory N. Roberts

4,494,611

 

128,603

 

1,247,498

63.89%

76.56%

 

2) Advisory Vote on Fiscal Year 2020 Compensation of the Named Executive Officers

 

 

 

 

 

 

 

 

For

Against

Abstain

Broker

Non-Vote

% Votes For

(Based on Total Shares)

% Votes For

(Based on Total Shares Voted)

4,590,505

19,574

13,135

1,247,498

65.25%

78.19%

 

3) Ratification of the Appointment of Grant Thornton, LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending June 30, 2021

 

 

 

 

 

 

 

For

Against

Abstain

Broker

Non-Vote

% Votes For

(Based on Total Shares)

% Votes For

(Based on Total Shares Voted)

5,863,366

4,028

3,318

-

83.34%

99.87%

 


Item 8.01 Other Events.

 

Appointment of Committee Members and Officers

 

At the Company's Board of Directors meeting held on October 29, 2020, the Board of Directors appointed the following persons to the committees of the Board of Directors:

 

Audit Committee

 

Ellis Landau, Chairman

Beverley Lepine

John U. Moorhead

 

Compensation Committee

 

John U. Moorhead, Chairman

Ellis Landau

Jess M. Ravich

 

Nominating and Corporate Governance Committee

 

Jess M. Ravich, Chairman

Beverley Lepine

John U. Moorhead

 

The Board of Directors also appointed the following officers to the positions set forth below opposite their respective names:

 

Officer

 

Position

Jeffrey D. Benjamin

 

Chairman of the Board

Greg Roberts

 

Chief Executive Officer

Thor Gjerdrum

 

President

Kathleen Simpson-Taylor

 

Chief Financial Officer,

Executive Vice President and

Assistant Secretary

Brian Aquilino

 

Chief Operating Officer

Carol Meltzer

 

General Counsel,

Executive Vice President and

Secretary


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.

 

Date: November 3, 2020

 

A-MARK PRECIOUS METALS, INC.

 

 

 

By:

 

/s/ Carol Meltzer

Name:

 

Carol Meltzer

Title:

 

General Counsel and Secretary