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): December 6, 2023

 

FG FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		001-36366		46-1119100
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

104 S. Walnut Street, Unit 1A, Itasca, IL 60143

(Address of principal executive offices, including Zip Code)

 

(847) 773-1665

(Registrant’s telephone number, including area code)

 

360 Central Avenue, Suite 800, St. Petersburg, FL 33701 

(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 240.13a-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, $0.001 par value per share		FGF		The Nasdaq Stock Market LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share		FGFPP		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 (§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.

 

On December 6, 2023, FG Financial Group, Inc. (the “Company”) held its 2023 Annual Meeting of shareholders. The following matters were considered:

 

1. Election of Directors

 

Shareholders elected all of the Company’s nominees for director for one-year terms expiring on the next annual meeting of shareholders. The voting results were as follows:

 

		FOR				WITHHELD				BROKER NON- VOTE
(1) Mr. D. Kyle Cerminara			6,582,214				270,975				1,343,371
(2) Mr. Richard E. Govignon, Jr.			6,714,968				138,221				1,343,371
(3) Ms. Rita Hayes			6,684,264				168,925				1,343,371
(4) Mr. E. Gray Payne			6,552,029				301,160				1,343,371
(5) Mr. Larry G. Swets, Jr.			6,708,770				144,419				1,343,371
(6) Mr. Scott D. Wollney			6,537,260				315,929				1,343,371

 

2. Approval and Ratification of Auditor

 

Shareholders approved and ratified the appointment of BDO USA LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:

 

For				Against				Abstentions
	8,164,884				8,170				23,505

 

3. Non-Binding Advisory Resolution on Executive Compensation

 

Shareholders approved on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement pursuant to Item 402 of Regulation S-K, including the compensation tables and accompanying narrative disclosure. The voting results were as follows

 

For				Against				Abstentions				BROKER NON VOTE
	6,559,077				286,645				7,467				1,343,371

 

 

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.

 

	FG FINANCIAL GROUP, INC.
Date: December 8, 2023	By:	/s/ Hassan R. Baqar
	Name:	Hassan R. Baqar
	Title:	Executive Vice President and Chief Financial Officer