B Riley Financial : Submission of Matters to a Vote of Security Holders - Form 8-K

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 24, 2022

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37503		27-0223495
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA90025

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		NasdaqGlobal Market
Depositary Shares, each representing a 1/1000th fractional interest in a 6.875% share of Series A Cumulative Perpetual Preferred Stock		RILYP		NasdaqGlobal Market
Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock		RILYL		NasdaqGlobal Market
6.50% Senior Notes due 2026		RILYN		NasdaqGlobal Market
6.375% Senior Notes due 2025		RILYM		NasdaqGlobal Market
6.75% Senior Notes due 2024		RILYO		NasdaqGlobal Market
6.00% Senior Notes due 2028		RILYT		NasdaqGlobal Market
5.50% Senior Notes due 2026		RILYK		NasdaqGlobal Market
5.25% Senior Notes due 2028		RILYZ		NasdaqGlobal Market
5.00% Senior Notes due 2026		RILYG		NasdaqGlobal 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))

☐	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 5.07. Submission of Matters to a Vote of Security Holders.

The 2022 annual meeting of stockholders (the "Annual Meeting") of B. Riley Financial, Inc. (the "Company") was held on May 24, 2022. 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.

1.	Election of Directors:

Nominee for Director		Votes For			Votes Against			Abstentions			Broker Non-Votes
(01) Bryant R. Riley			19,636,423				284,465				18,224				4,113,693
(02) Thomas J. Kelleher			19,729,467				186,904				22,743				4,113,691
(03) Robert L. Antin			19,406,108				474,080				58,927				4,113,690
(04) Tammy Brandt			19,724,712				154,880				59,522				4,113,691
(05) Robert D'Agostino			19,633,793				246,994				58,326				4,113,692
(06) Renee E. LaBran			19,654,254				217,000				67,862				4,113,689
(07) Randall E. Paulson			17,407,914				2,475,895				55,304				4,113,692
(08) Michael J. Sheldon			19,636,978				244,783				57,353				4,113,691
(09) Mimi K. Walters			16,823,079				3,060,155				55,879				4,113,692
(10) Mikel H. Williams			17,040,967				2,838,396				59,751				4,113,691

2.	Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022:

Votes For		Votes Against		Abstentions
23,883,812		63,759		105,234

3.	Vote to approve, on an advisory basis, the compensation of our named executive officers:

Votes For		Votes Against		Abstentions
18,191,352		1,674,168		73,592

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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.

May 26, 2022	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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