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false 0001145255 0001145255 2024-09-16 2024-09-16 0001145255 hnna:CommonStockNoParValueCustomMember 2024-09-16 2024-09-16 0001145255 hnna:NotesDue20264875CustomMember 2024-09-16 2024-09-16
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, DC 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):          September 16, 2024
 
HENNESSY ADVISORS, INC.
 
(Exact name of registrant as specified in its charter)
 
California
001-36423
68-0176227
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
 
7250 Redwood Blvd., Suite 200
              Novato, California
94945
(Address of principal executive offices)
(Zip code)
 
Registrant’s telephone number, including area code: (415) 899-1555
 
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, no par value
HNNA
The Nasdaq Stock Market LLC
4.875% Notes due 2026
HNNAZ
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
Neil J. Hennessy
 
On September 20, 2024, Hennessy Advisors, Inc. (the “Company”) entered into a Second Amendment to the Fourth Amended and Restated Employment Agreement with Neil J. Hennessy, which amends the Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, as previously amended on February 8, 2024, between the Company and Mr. Hennessy. Effective as of October 1, 2024, the amendment reduces the quarterly incentive‑based bonus payable to Mr. Hennessy for each fiscal quarter from 6.5% to 5.0% of pre‑tax profits for such fiscal quarter, where pre‑tax profits are computed without regard to (a) bonuses payable to employees (including related payroll tax expenses) for the fiscal year, (b) depreciation expense, (c) amortization expense, (d) compensation expense related to restricted stock units (or other stock-based compensation expense), and (e) asset impairment charges (“adjusted pre‑tax profit”), and (2) reduces from 6.5% to 5.0% the percentage amount used in the calculation to reduce the reserve account if the Company has an adjusted pre-tax loss (computed in the same manner as adjusted pre-tax profit) during any subsequent quarter in the same fiscal year.
 
The Second Amendment to the Fourth Amended and Restated Employment Agreement with Mr. Hennessy is attached as Exhibit 99.1 hereto and is incorporated herein by reference. A copy of the Fourth Amended and Restated Employment Agreement, as previously amended, is incorporated by reference herein from the Company’s Current Report on Form 8‑K filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2019, and the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 8, 2024, respectively.
 
Teresa M. Nilsen
 
On September 20, 2024, the Company entered into a Second Amendment to the Employment Agreement with Teresa M. Nilsen, which amends the Employment Agreement, dated as of January 26, 2018, as previously amended on February 8, 2024, between the Company and Ms. Nilsen. Effective as of October 1, 2024, the amendment (i) increases the quarterly incentive‑based bonus payable to Ms. Nilsen for each fiscal quarter from 3.5% to 5.0% of adjusted pre‑tax profit for such fiscal quarter, (ii) increases from 3.5% to 5.0% the percentage amount used in the calculation to reduce the reserve account if the Company has an adjusted pre-tax loss (computed in the same manner as adjusted pre-tax profit) during any subsequent quarter in the same fiscal year, and (iii) increases Ms. Nilsen’s annual base salary to $375,000.
 
The Second Amendment to the Employment Agreement with Ms. Nilsen is attached as Exhibit 99.2 hereto and is incorporated herein by reference. A copy of the Employment Agreement, as previously amended, is incorporated by reference herein from the Company’s Current Report on Form 8‑K filed with the SEC on January 25, 2018, and the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 8, 2024, respectively.
 
Kathryn R. Fahy
 
On September 16, 2024, the Compensation Committee of the Board of Directors of the Company approved an adjustment to the annual base salary for Kathryn R. Fahy, the Company’s Chief Financial Officer and Senior Vice President, to $275,000. The salary adjustment is effective as of October 1, 2024.
 






 
Item 9.01.         Financial Statements and Exhibits
 
EXHIBIT INDEX
 
Exhibit
Description
   
99.1
   
99.2
   
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.
 
HENNESSY ADVISORS, INC.
September 20, 2024
By:
/s/ Teresa M. Nilsen
Teresa M. Nilsen
President
 
 
 
EX-99.1 2 ex_726060.htm EXHIBIT 99.1 ex_726060.htm

Exhibit 99.1

 

SECOND AMENDMENT
TO
FOURTH AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

 

 

This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 20, 2024, is made by and between Hennessy Advisors, Inc. (the “Company”) and Neil J. Hennessy (the “Employee”).

 

RECITALS

 

WHEREAS, the Company and the Employee previously entered into a Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, as amended on February 8, 2024 (the “Agreement”); and

 

WHEREAS, the parties now desire to amend the Agreement as provided for herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.    Effective as of October 1, 2024, the first sentence of Section 3(b)(i) and the second sentence of Section 3(b)(ii) of the Agreement are each hereby amended by replacing “six and one-half percent” with “five percent.”

 

2.    Except as herein modified or amended, the terms and conditions of the Agreement shall remain unchanged and in full force and effect.

 

3.    This Amendment may be executed by facsimile or electronic signature, and a facsimile or electronic signature shall constitute an original for all purposes.

 

* * * * *

 







 

IN WITNESS WHEREOF, each party has caused this Amendment to be duly executed as of the date first written above.

 

 

 

COMPANY:

 

HENNESSY ADVISORS, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Daniel B. Steadman

 

 

 

Daniel B. Steadman

 

 

 

Executive Vice President

 

 

 

 

 

EMPLOYEE:

 

 

 

 

 

 

 

 

 

 

By:

/s/ Neil J. Hennessy

 

 

 

Neil J. Hennessy

 

 

 

 

 

 

 

 

Signature Page to Second Amendment to Fourth Amended and Restated Employment Agreement
EX-99.2 3 ex_726061.htm EXHIBIT 99.2 ex_726061.htm

Exhibit 99.2

 

SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT

 

 

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 20, 2024, is made by and between Hennessy Advisors, Inc. (the “Company”) and Teresa M. Nilsen (the “Employee”).

 

RECITALS

 

WHEREAS, the Company and the Employee previously entered into an Employment Agreement, dated as of January 26, 2018, as amended on February 8, 2024 (the “Agreement”); and

 

WHEREAS, the parties now desire to amend the Agreement as provided for herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.    Effective as of October 1, 2024, the first sentence of Section 3(a) of the Agreement is hereby replaced in its entirety with the following: “The Company shall pay the Employee an annual base salary which, as of October 1, 2024, is in the amount of $375,000 per year.”

 

2.    Effective as of October 1, 2024, the first sentence of Section 3(b)(i) and the second sentence of Section 3(b)(ii) of the Agreement are each hereby amended by replacing “three and one-half percent” with “five percent.”

 

3.    Except as herein modified or amended, the terms and conditions of the Agreement shall remain unchanged and in full force and effect.

 

4.    This Amendment may be executed by facsimile or electronic signature, and a facsimile or electronic signature shall constitute an original for all purposes.

 

* * * * *

 







 

IN WITNESS WHEREOF, each party has caused this Amendment to be duly executed as of the date first written above.

 

 

 

COMPANY:

 

HENNESSY ADVISORS, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Daniel B. Steadman

 

 

 

Daniel B. Steadman

 

 

 

Executive Vice President

 

 

 

 

 

EMPLOYEE:

 

 

 

 

 

 

 

 

 

 

By:

/s/ Teresa M. Nilsen

 

 

 

Teresa M. Nilsen

 

 

 

 

 

 

 

 

Signature Page to Second Amendment to Employment Agreement