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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 22, 2023 (September 21, 2023)
Dominari Holdings
Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
000-05576 |
|
52-0849320 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
725
5th Avenue, 23rd
Floor
New York, NY 10022
(703) 992-9325
(Address, including Zip Code and Telephone
Number, including
Area Code, of Principal Executive Offices)
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 to 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, $0.0001 par value |
|
DOMH |
|
The Nasdaq Capital 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
5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On September 21, 2023, Mr.
Robert J. Vander Zanden, Chairman of the board of directors (the “Board”) of Dominari Holdings Inc. (the “Company”),
notified the Board that he was resigning as a director of the Company, and as Chairman of the Board, effective immediately. As a result
of such resignation, Mr. Vander Zanden’s service as a member of the Company’s audit committee and compensation committee were
also terminated, effective immediately. Mr. Vander Zanden’s resignation was not the result of any disagreement with management or
the Company on any matter relating to the Company’s operations, policies or practices.
Following Mr. Vander Zanden’s
resignation from the Board, the Board unanimously appointed Mr. Anthony Hayes, the Company’s Chief Executive Officer, as Chairman,
effective September 21, 2023.
The Company plans to replace
Mr. Vander Zanden on the audit committee and the compensation committee as soon as practically possible with director(s) each deemed to
be “independent,” as defined in Nasdaq Listing Rule 5605(a)(2). The director(s) will also satisfy the independence criteria
set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended.
Item 5.07 Submission of Matters to a Vote
of Security Holders.
On
September 21, 2023, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the
Company’s stockholders (i) elected Messrs. Gregory Blattner, Paul LeMire, and Kyle Wool to serve as Class III directors of the Company;
(ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2023; (iii) approved, on a non-binding, advisory basis, the Company’s executive compensation; and (iv) approved, by
a non-binding advisory vote, that future non-binding advisory votes on compensation paid by the Company to its named executive officers
be held every three years.
Stockholders of record at
the close of business on July 27, 2023 (the “Record Date”) were entitled to one vote for each share of common stock, 0.007285
votes per share of Series D convertible preferred stock (“Series D Preferred Stock”) and 0.007285 votes per share of Series
D-1 convertible preferred stock (“Series D-1 Preferred Stock”).
On the Record Date, there
were 5,345,312 shares of common stock outstanding, 3,825 shares of Series D Preferred Stock outstanding and 834 shares of Series D-1 Preferred
Stock outstanding. The amount of issued and outstanding shares of common and preferred stock present at the Annual Meeting was sufficient
to constitute a quorum.
Set forth below are the final voting results for
each of the proposals:
Proposal No. 1 – Election of directors
Messrs. Gregory Blattner,
Paul LeMire, and Kyle Wool were elected to serve as Class III directors of the Company for a term expiring at the 2026 annual meeting
of stockholders or until their successors are elected and qualified. The voting results were as follows:
Director | |
Votes For | |
Votes Withheld | |
Broker
Non-Votes | |
Gregory James Blattner | |
1,592,087 | |
333,327 | |
- | |
Paul LeMire | |
1,622,014 | |
303,400 | |
- | |
Kyle Wool | |
1,601,962 | |
323,452 | |
- | |
| |
| |
| |
| |
Total: | |
4,816,063 | |
960,179 | |
994,504 | |
Proposal No. 2 – Ratification
of the appointment of independent registered public accounting firm
The appointment of Marcum
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. The
voting results were as follows:
Votes For | |
Votes Against | |
Abstentions |
2,817,343 | |
55,689 | |
46,866 |
Proposal No. 3 – Approval, by
non-binding advisory vote, of the Company’s executive compensation
The Company’s executive
compensation, by non-binding advisory vote, was approved. The voting results were as follows:
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
1,501,174 | |
411,902 | |
| 12,338 | |
994,504 |
Proposal No. 4 – Approval, by
non-binding advisory vote, for the frequency of future non-binding advisory votes on executive compensation
The Company’s stockholders
recommended, on a non-binding advisory basis, three (3) years as the frequency with which the Company should hold future non-binding advisory
votes on the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”). The voting results were
as follows:
One Year | |
Two Years | |
Three Years | |
Abstentions |
597,276 | |
5,813 | |
| 1,293,210 | |
29,115 |
Consistent with a majority
of the votes cast with respect to this proposal and with the recommendation of the Board, the Company will hold Say-on-Pay Votes every
three years, unless the Board determines, in its discretion, to hold votes on a different frequency. The next non-binding advisory vote
regarding the frequency of the Say-on-Pay Vote is required to occur no later than the annual meeting occurring six years after the Annual
Meeting, which will be the Company’s 2029 annual meeting of stockholders.
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.
Dated: September 22, 2023 |
DOMINARI HOLDINGS INC. |
|
|
|
|
By: |
/s/ Anthony Hayes |
|
Name: |
Anthony Hayes |
|
Title: |
Chief Executive Officer |
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