UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM
CURRENT REPORT
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| Item | 5.07 Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders of Wilhelmina International, Inc. (the “Company”) was held on June 8, 2022. Of the 5,157,344 shares of common stock of the Company entitled to vote at the meeting, 3,712,359 shares were represented at the Annual Meeting in person or by proxy.
Proposal No. 1 – Election of Directors
At the Annual Meeting, the following individuals were elected to serve as directors of the Company and received the number of votes set forth opposite their respective names:
|
Director |
Votes For |
Votes Against Or Withheld |
Abstentions and Broker Non-Votes |
| Mark E. Schwarz | 2,479,517 | 250,121 | 982,721 |
| Maya Burkenroad | 2,506,251 | 223,387 | 982,721 |
| Clinton J. Coleman | 2,595,062 | 134,576 | 982,721 |
| James A. Dvorak | 2,595,062 | 134,576 | 982,721 |
| Alexander F. Mehr | 2,505,648 | 223,990 | 982,721 |
| Aimee J. Nelson | 2,595,674 | 133,964 | 982,721 |
| Mark E. Pape | 2,595,055 | 134,583 | 982,721 |
Proposal No. 2 – Advisory Resolution to Approve Executive Compensation
The Board of Directors submitted to the shareholders for a non-binding, advisory vote the following resolution (the “Say-On-Pay Resolution”):
“RESOLVED, that the shareholders hereby approve the compensation paid to the Company’s executive officers as disclosed pursuant to Item 402 of Regulation S-K under the heading ‘EXECUTIVE COMPENSATION’ in the Company’s 2022 Proxy Statement, including the compensation tables and narrative discussion.”
At the Annual Meeting, 2,590,071 shares were voted in favor of the Say-On-Pay Resolution; 138,894 shares were voted against the Say-On-Pay Resolution; 673 shares abstained from voting on the Say-On-Pay Resolution; and there were 982,721 broker non-votes on the Say-On-Pay Resolution.
Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm
Shareholders were also asked to ratify the selection of Baker Tilly US, LLP (“BT”) as the independent auditors of the Company for fiscal 2022. At the Annual Meeting, 3,708,664 shares were voted in favor of ratifying the selection of BT; 3,084 shares were voted against ratifying the selection of BT; and 611 shares abstained from voting on ratifying the appointment of BT.
Other Matters
No other matters were voted on at the Annual Meeting.
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 thereunto duly authorized.
| Dated: June 9, 2022 | WILHELMINA INTERNATIONAL, INC. | ||
| By: | /s/ James A. McCarthy | ||
| Name: | James A. McCarthy | ||
| Title: | Chief Financial Officer | ||