0001591588falseA-Mark Precious Metals, Inc.00015915882024-11-132024-11-13

 

 

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): November 13, 2024

 

 

 

 

img205930154_0.jpg

 

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 or Organization)

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

 

 

2121 Rosecrans Ave, Suite 6300

 

El Segundo, California

 

90245

(Address of Principal Executive Offices)

 

(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)
☐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, $0.01 par value

 

AMRK

 

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 November 13, 2024, A-Mark Precious Metals, Inc. (the "Company") held its Annual Meeting of Stockholders (the “Meeting”) in a virtual-only format. Of the 23,002,059 shares of common stock outstanding as of the record date of September 19, 2024 and entitled to vote, 16,085,553 shares, or 69.9%, 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 2025 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 2024 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 fiscal 2025.

 

The results of the voting on the matters submitted to the stockholders were as follows:

 

1) Election of Directors:

 

 

 

 

 

Nominee

For

Withheld

Broker

Non-Votes

% Votes For

(Based on Shares Voted and Withheld)

Jeffrey D. Benjamin

12,649,525

137,993

3,298,035

98.92%

Ellis Landau

12,681,723

105,795

3,298,035

99.17%

Beverley Lepine

12,575,702

211,816

3,298,035

98.34%

Carol Meltzer

12,667,329

120,189

3,298,035

99.06%

John U. Moorhead

12,550,986

236,532

3,298,035

98.15%

Jess M. Ravich

12,574,876

212,642

3,298,035

98.34%

Gregory N. Roberts

12,744,192

43,326

3,298,035

99.66%

Monique Sanchez

11,982,973

804,545

3,298,035

93.71%

Kendall Saville

12,701,522

85,996

3,298,035

99.33%

Michael R. Wittmeyer

12,749,319

38,199

3,298,035

99.70%

 

2) Advisory Vote on Fiscal Year 2024 Compensation of the Named Executive Officers:

 

 

 

 

 

For

Against

Abstain

Broker

Non-Votes

% Votes For

(Based on Votes Cast (i.e., Shares Voted For and Against))

9,848,018

2,794,388

145,112

3,298,035

77.90%

 

 

3) Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2025:

 

 

 

 

 

For

Against

Abstain

Broker

Non-Votes

% Votes For

(Based on Votes Cast (i.e., Shares Voted For and Against))

16,031,690

52,001

1,862

--

99.68%

 

 

 

Item 8.01 Other Events.

 

Appointment of Committee Members and Officers

 

On November 13, 2024, the Board of Directors of the Company appointed the following persons to the committees of the Board of Directors:

 

Audit Committee

 

Beverley Lepine, Chairperson

Ellis Landau

Jess M. Ravich

Kendall Saville

 

Compensation Committee

 

Jess M. Ravich, Chairperson

Ellis Landau

John U. Moorhead

Kendall Saville

 

Nominating and Corporate Governance Committee

 

Monique Sanchez, Chairperson

Beverley Lepine

John U. Moorhead

Jess M. Ravich

 

 

The Board of Directors also appointed the following officers to the positions set forth below opposite their respective names:

 

Officer

 

Position

Jeffrey D. Benjamin

 

Chairman of the Board

Gregory N. Roberts

 

Chief Executive Officer

Thor Gjerdrum

 

President

Kathleen Simpson-Taylor

 

Chief Financial Officer, Executive Vice President and Assistant Secretary

Brian Aquilino

 

Chief Operating Officer

Carol Meltzer

 

General Counsel, Executive Vice President and Secretary

 

 

 

 

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.

 

 

 

A-MARK PRECIOUS METALS, INC.

 

 

 

 

Date:

November 15, 2024

By:

/s/ Carol Meltzer

 

 

Name:

Title:

Carol Meltzer
General Counsel, Executive Vice President and Secretary

 

 

 

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Document And Entity Information
Nov. 13, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 13, 2024
Entity Registrant Name A-Mark Precious Metals, Inc.
Entity Central Index Key 0001591588
Entity Emerging Growth Company false
Entity File Number 001-36347
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 11-2464169
Entity Address, Address Line One 2121 Rosecrans Ave, Suite 6300
Entity Address, City or Town El Segundo
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90245
City Area Code (310)
Local Phone Number 587-1477
Entity Information, Former Legal or Registered Name Not Applicable
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol AMRK
Security Exchange Name NASDAQ
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