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 19, 2024

 

FUNDAMENTAL GLOBAL INC.

(Exact name of registrant as specified in its charter)

 

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

 

108 Gateway Blvd, Suite 204 Mooresville, NC		28117
(Address of principal executive offices)		(Zip Code)

 

(704) 994-8279

(Registrant’s telephone number including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

☐	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, $0.001 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.

 

Fundamental Global Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on December 19, 2024. There were outstanding and entitled to vote at the Annual Meeting 1,264,929 shares of common stock. There were present, in person or by proxy, 852,813 shares representing approximately 67.4% of the common stock outstanding and entitled to vote. The matters set forth below were voted upon, with the results as indicated:

 

Proposal No. 1 – Election of Directors:

 

The Inspector of Elections certified the following vote tabulations for the seven nominees for election to the Board of Directors, all of whom were elected to serve as directors of the Company until the Company’s 2025 annual meeting of stockholders:

 

		For				Withheld				Broker Non-Votes
D. Kyle Cerminara			587,446				3,877				261,490
Richard E. Govignon, Jr.			580,973				10,350				261,490
Rita Hayes			583,098				8,225				261,490
Michael C. Mitchell			588,417				2,906				261,490
Robert J. Roschman			587,523				3,800				261,490
Ndamukong Suh			583,324				7,999				261,490
Scott D. Wollney			579,792				11,531				261,490

 

Proposal No. 2 – Approval of Amendment No. 2 to 2021 Equity Incentive Plan:

 

The Inspector of Elections certified the following vote tabulations for the proposal to approve Amendment No. 2 to the Company’s 2021 Equity Incentive Plan:

 

For		Against		Abstain		Broker Non-Votes
538,721		50,091		2,511		261,490

 

Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm:

 

The Inspector of Elections certified the following vote tabulations for the proposal to ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

 

For		Against		Abstain
841,250		9,348		2,215

 

Proposal No. 4 – Advisory Approval of Executive Compensation:

 

The Inspector of Elections certified the following advisory vote tabulations for the non-binding approval of the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement related to the Annual Meeting:

 

For		Against		Abstain		Broker Non-Votes
576,704		12,233		2,386		261,490

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	FUNDAMENTAL GLOBAL INC
Date: December 20, 2024	By:	/s/ Mark D. Roberson
		Mark D. Roberson
		Chief Financial Officer