EX-99.4 9 d525207dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

B. RILEY FINANCIAL, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON [], 2017

The undersigned hereby appoints Phillip J. Ahn and Bryant R. Riley and each of them, as proxies and attorneys-in- fact, with full power of substitution, and hereby authorizes them to vote all of the shares of stock of B. Riley Financial, Inc. which the undersigned may be entitled to vote at the 2017 Annual Meeting of Stockholders of B. Riley Financial, Inc. to be held on [●], 2017 at [●] (local time) at [●] (the “2017 B. Riley Annual Meeting”), and at any and all postponements, continuations and adjournments thereof with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the 2017 B. Riley Annual Meeting.

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 4 AND FOR THE NOMINEES FOR DIRECTOR LISTED IN PROPOSAL 3, AS MORE SPECIFICALLY DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

(Continued and to be signed on the reverse side)

 

 

PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of

Stockholders to be held on [], 2017:

The Joint Proxy Statement/Prospectus and our 2016 Annual Report on Form 10-K are

available at: http:/www.viewproxy.com/brileyfin/2017/.


LOGO

Please mark your votes like this The Board of Directors recommends a vote “FOR” proposals 1, 2 and 4 and “FOR” the nominees for director listed in Proposal 3. 1. To approve the issuance of common shares, par value $0.0001 per share, of B. Riley Financial, Inc. pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of March 15, 2017, and effective as of February 17, 2017 (as amended, modified or otherwise supplemented), by and among FBR & Co., B. Riley Financial, Inc. and BRC Merger Sub, LLC (the “B. Riley Share Issuance Proposal”). FOR AGAINST ABSTAIN 2. To approve one or more adjournments of the 2017 B. Riley Annual Meeting, if necessary or appropriate, including adjournments to solicit additional proxies in favor of the B. Riley Share Issuance Proposal. FOR AGAINST ABSTAIN 3. The election as directors of the nominees listed below: FOR AGAINST ABSTAIN (01) Bryant R. Riley (02) Robert D’Agostino (03) Andrew Gumaer (04) Todd D. Sims (05) Thomas J. Kelleher (06) Richard L. Todaro (07) Mikel H. Williams 4. To ratify the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017. FOR AGAINST ABSTAIN INSTRUCTION: To withhold authority to vote for any individual nominee, mark “FOR All Except” and write that nominee’s name in the space provided below. Please indicate if you plan to attend this meeting presented OTHER MATTERS: for consideration The Board at the of Directors 2017 Annual knows Meeting. of no other If any matters other matters that will are be named properly in brought the proxy before card the to 2017 vote Annual on such Meeting, matters it is in the accordance intention with of the their persons best judgment. the undersigned This proxy, stockholder. when properly If no specification executed, will is made, be voted this in proxy the manner will be voted directed FOR by the election of the named nominees as directors and FOR each of the proposals. both Please should sign exactly sign. as When name signing appears as below. attorney, When executor, shares are administrator, held by joint trustee tenants, or name guardian, by the please President give full or title other as authorized such. If a corporation, officer. If a please partnership, sign in please full corporate sign in partnership name by authorized person. Date Signature Signature (Joint Owners) DO NOT PRINT IN THIS AREA (Stockholder Name & Address Data) Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark box.) PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. CONTROL NUMBER PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. CONTROL NUMBER PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or Telephone INTERNET Vote Your Proxy on the Internet: Go to www.AALvote.com/RILY Have your proxy card available when you access the above website. Follow the prompts to vote your shares. TELEPHONE Vote Your Proxy by Phone: Call 1 (866) 804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. MAIL Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.