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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): November 15, 2023

 

 

 

 

img205006635_0.jpg 

 

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 or Organization)

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

 

 

2121 Rosecrans Ave, Suite 6300

 

El Segundo, California

 

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 November 15, 2023, A-Mark Precious Metals, Inc. (the "Company") held its Annual Meeting of Stockholders (the “Meeting”) in a virtual-only format. Of the 23,506,942 shares of common stock outstanding as of the record date of September 21, 2023 and entitled to vote, 18,539,240 shares, or 78.87%, 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 2024 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 2023 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 fiscal 2024.

 

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

 

1) Election of Directors:

 

 

 

 

 

Nominee

For

Withheld

Broker

Non-Votes

% Votes For

(Based on Shares Voted and Withheld)

Jeffrey D. Benjamin

14,864,722

142,234

3,532,284

99.05%

Ellis Landau

14,934,301

72,655

3,532,284

99.52%

Beverley Lepine

14,640,936

366,020

3,532,284

97.56%

Carol Meltzer

14,835,087

171,869

3,532,284

98.85%

John U. Moorhead

14,640,041

366,915

3,532,284

97.56%

Jess M. Ravich

13,982,198

1,024,758

3,532,284

93.17%

Gregory N. Roberts

14,930,743

76,213

3,532,284

99.49%

Monique Sanchez

14,640,663

366,293

3,532,284

97.56%

Kendall Saville

14,929,317

77,639

3,532,284

99.48%

Michael R. Wittmeyer

14,936,972

69,984

3,532,284

99.53%

 

2) Advisory Vote on Fiscal Year 2023 Compensation of the Named Executive Officers:

 

 

 

 

 

For

Against

Abstain

Broker

Non-Votes

% Votes For

(Based on Votes Cast (i.e., Shares Voted For and Against))

14,776,194

208,613

22,149

3,532,284

98.61%

 

 

3) Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2024:

 

 

 

 

 

For

Against

Abstain

Broker

Non-Votes

% Votes For

(Based on Votes Cast (i.e., Shares Voted For and Against))

18,511,726

13,784

13,730

--

99.93%

 

 


 

Item 8.01 Other Events.

 

Appointment of Committee Members and Officers

 

On November 15, 2023, the Board of Directors of the Company appointed the following persons to the committees of the Board of Directors:

 

Audit Committee

 

Beverley Lepine, Chairman

Ellis Landau

Jess M. Ravich

Kendall Saville

 

Compensation Committee

 

Jess M. Ravich, Chairman

Ellis Landau

John U. Moorhead

Kendall Saville

 

Nominating and Corporate Governance Committee

 

Monique Sanchez, Chairman

Beverley Lepine

John U. Moorhead

Jess M. Ravich

 

 

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

Gregory N. 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.

 

 

 

A-MARK PRECIOUS METALS, INC.

 

 

 

 

Date:

November 20, 2023

By:

/s/ Carol Meltzer

 

 

Name:

Title:

Carol Meltzer
General Counsel and Secretary