UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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 (17CFR 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 | ||
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 l2b-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.
The Company’s 2023 annual meeting of shareholders (the “Annual Meeting”) was held on November 17, 2023. On November 17, 2023, Issuer Direct, the inspector of election for the Annual Meeting (“ID”), delivered its certification of final voting results for the Annual Meeting to the Company. The final voting results reflect that out of a total of 40,370,659 shares outstanding and eligible to vote as of September 18, 2023, the record date, 23,397,772 shares were voted in person or represented by proxies. The final voting results for the shares voted, and the results for each proposal presented to the shareholders, are as set forth below:
Management Proposals:
1. Election to the Board of the following 9 director nominees:
| For | Withheld | Broker Non-Votes | ||||||||||
| Nicholas D. Gerber | 23,397,644 | 128 | 0 | |||||||||
| Stuart Crumbaugh | 23,397,623 | 149 | 0 | |||||||||
| David W. Neibert | 23,397,644 | 128 | 0 | |||||||||
| Scott Schoenberger | 23,317,739 | 80,033 | 0 | |||||||||
| James Alexander | 23,397,647 | 125 | 0 | |||||||||
| Matt Gonzalez | 23,397,644 | 128 | 0 | |||||||||
| Erin Grogan | 23,317,810 | 79,962 | 0 | |||||||||
| Joya Delgado Harris | 23,317,810 | 79,962 | 0 | |||||||||
| Derek Mullins | 23,397,644 | 128 | 0 | |||||||||
The following 9 directors were elected at the Annual Meeting. Nicholas D. Gerber, Stuart Crumbaugh, David W. Neibert, Scott Schoenberger, James Alexander, Matt Gonzalez, Erin Grogan, Joya Delgado Harris, and Derek Mullins. In addition, ID has advised the Company that there were zero broker non-votes on proposal 1.
2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s 2023 proxy statement:
| For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 23,392,520 | 5,235 | 17 | 0 | |||||||||||
ID has advised the Company that there were zero broker non-votes on proposal 2.
3. Ratification of the appointment of BPM, LLP as the Company’s independent registered public accounting firm for the fiscal ending June 30, 2024.
| For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 25,924,439 | 79,778 | 0 | 2,606,445 | |||||||||||
ID has advised the Company that there were 2,606,445 broker non-votes on proposal 3.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 21, 2023 | THE MARYGOLD COMPANIES, INC. | |
| By: | /s/ Nicholas D. Gerber | |
| Name: | Nicholas D. Gerber | |
| Title: | Chief Executive Officer | |
Cover |
Nov. 17, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 17, 2023 |
| Entity File Number | 000-29913 |
| Entity Registrant Name | The Marygold Companies, Inc. |
| Entity Central Index Key | 0001005101 |
| Entity Tax Identification Number | 90-1133909 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 120 Calle Iglesia |
| Entity Address, Address Line Two | Unit B |
| Entity Address, City or Town | San Clemente |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92672 |
| City Area Code | (949) |
| Local Phone Number | 429-5370 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | MGLD |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |
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