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.) |
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2121 Rosecrans Avenue Suite 6300 El Segundo, CA |
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90245 |
(Address of Principal Executive Offices) |
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(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) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.01 par value |
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AMRK |
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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
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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
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1,247,498 |
63.40% |
75.97% |
2. Ellis Landau |
4,495,218
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127,996
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1,247,498 |
63.90% |
76.57% |
3. Beverley Lepine |
4,499,606
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123,608
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1,247,498 |
63.96% |
76.64% |
4. John U. Moorhead |
4,250,657
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372,557
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1,247,498 |
60.42% |
72.40% |
5. Jess M. Ravich |
3,725,170
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898,044
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1,247,498 |
52.95% |
63.45% |
6. Gregory N. Roberts |
4,494,611
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128,603
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1,247,498 |
63.89% |
76.56% |
2) Advisory Vote on Fiscal Year 2020 Compensation of the Named Executive Officers
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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
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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% |
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 |
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Position |
Jeffrey D. Benjamin |
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Chairman of the Board |
Greg Roberts |
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Chief Executive Officer |
Thor Gjerdrum |
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President |
Kathleen Simpson-Taylor |
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Chief Financial Officer, Executive Vice President and Assistant Secretary |
Brian Aquilino |
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Chief Operating Officer |
Carol Meltzer |
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General Counsel, Executive Vice President and Secretary |
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. |
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By: |
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/s/ Carol Meltzer |
Name: |
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Carol Meltzer |
Title: |
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General Counsel and Secretary |