8-K

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): June 1, 2015

GWG Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	None	26-2222607
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

220 South Sixth Street, Suite 1200, Minneapolis, MN 55402

(Address of principal executive offices) (Zip Code)

(612) 746-1944

(Registrant's telephone number, including area code)

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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 2, 2015, the Board of Directors of GWG Holdings, Inc. adopted an amendment to the corporation’s bylaws that rescinded what had been Sections 7.1 and 7.3 of the bylaws, which sections had respectively contained a fee-shifting provision and a provision requiring shareholder claims to be accompanied by written consents of beneficial stockholders owning at least three percent of the corporation’s outstanding shares. In addition, the new amendment amended and restated what had been Section 7.2 of the bylaws, which section had contained exclusive-forum provisions requiring that claims and counterclaims relating to the corporation be brought in the State of Minnesota. As amended and restated, that Section (which has been renumbered as Section 7.1) now identifies the State of Delaware as the exclusive forum in which claims and counterclaims relating to the corporation must be brought. A copy of the amendment is filed as Exhibit 3.1 to this report. The description of the amendment contained above is qualified in its entirety by the actual text of the amendment.

Item 5.07 Submission of Matters to a Vote of Security Holders.

GWG Holdings, Inc. held its annual meeting of stockholders on June 1, 2015. At the meeting, stockholders of GWG Holdings took the following actions:

(i) The stockholders elected seven directors to serve as members of the Board of Directors until the next annual meeting of stockholders. The stockholders present in person or by proxy cast the following numbers of votes in connection with the election of directors, resulting in the election of all director nominees:

Nominee	Votes For		Votes Withheld
Jon R. Sabes		5,153,998		14,654
Paul A. Siegert		5,153,998		14,654
Steven F. Sabes		5,147,998		20,654
Charles H. Maguire III		5,153,998		14,654
David H. Abramson		5,153,998		14,654
Jeffrey L. McGregor		5,153,998		14,654
Shawn R. Gensch		5,153,998		14,654

(ii) The stockholders approved an amendment to the GWG Holdings, Inc. 2013 Stock Incentive Plan. The holders of 4,889,093 shares voted for this proposal; the holders of 253,994 shares voted against this proposal; and the holders of 34,565 shares abstained.

(iii) The stockholders ratified the appointment of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm of GWG Holdings for the year ending December 31, 2015. The holders of 5,409,728 shares voted for this proposal; the holders of 113,504 shares voted against this proposal; and the holders of 8,697 shares abstained.

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Item 8.01 Other Events.

On June 2, 2015, GWG Holdings, Inc. issued a press release relating to the matters discussed in this report above. A copy of the press release is filed as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1     Amendment No. 2 to Bylaws (filed herewith).

99.1   Press release (filed herewith).

SIGNATURE

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.

	GWG Holdings, Inc.
Date: June 2, 2015	By:	/s/ William Acheson
		William Acheson Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment No. 2 to Bylaws (filed herewith).
99.1	Press release dated June 2, 2015 (filed herewith).

EX-3.1

Exhibit 3.1

AMENDMENT No. 2 TO BYLAWS OF

GWG HOLDINGS, INC.

The following amendment is made to the Bylaws (the “Bylaws”) of GWG Holdings, Inc., pursuant to resolutions adopted by the corporation’s Board of Directors on June 2, 2015:

1.                  Article 7 of the Bylaws shall be amended and restated to read in its entirety as follows:

Article 7

Certain Litigation Matters

Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article 7.

7.1 Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for any claim or counterclaim, including without limitation (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s Stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine, shall be a state or federal court located within the State of Delaware, in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants. 

2.                  In the event that a term, provision or entire section of bylaws contained in this Amendment to Bylaws is determined by a court of competent jurisdiction, in a final and non-appealable judgment, to be unenforceable for any reason, then the remainder of the terms, provisions and sections of bylaws contained herein shall be unaffected thereby.

3.                  Except as otherwise expressly modified by this Amendment No. 2 to Bylaws, all terms and provisions, contained in the Bylaws shall remain unmodified and in full force and effect.

EX-99.1

Exhibit 99.1

FOR IMMEDIATERELEASE:

 

GWG Holdings, Inc. Announces Shareholder Meeting Results and Amendment to its Bylaws

Minneapolis, MN(June 2, 2015)– GWG Holdings, Inc. (“GWG” or the “Company”), a leader in the emerging secondary life insurance market, announced today the results of its 2015 Annual Meeting of Shareholders held on June 1, 2015. All seven directors, including the four independent directors, were re-elected for another year of Board service. In addition, the shareholders ratified the appointment of the Company’s financial auditor, Baker Tilly Virchow Krause, LLP, and adopted an amendment to the Company’s 2013 Stock Incentive Plan.

In addition, the Company announced that its Board of Directors amended its Bylaws to reflect the growing sentiment and intent of Delaware’s governing bodies by revising Article 7 of its Bylaws. Specifically, Article 7 was revised to (i) remove the fee-shifting obligation in shareholder lawsuits that do not result in a judgment in full, (ii) appoint Delaware as the exclusive jurisdiction in shareholder lawsuits, and (iii) remove the requirement that at least 3% of the outstanding shareholders must provide written consent to commence shareholder litigation.

“While the Board amended the Company’s Bylaws in 2014 in an effort to deter frivolous shareholder claims, the fact is it might have had the opposite effect, and given the sentiment in the Delaware legislature regarding such provisions, we wanted to be proactive as a Company and up to date with Delaware’s corporate shareholder rights,” added Jon Sabes, “In retrospect, it’s clear that the Delaware courts and corporate laws already allow for multiple avenues to deter frivolous lawsuits and punitive means to those who bring them.”

About GWG Holdings, Inc. (“GWG”): GWG Holdings, Inc. (NASDAQ: GWGH) is a specialty finance company and leader in the life insurance secondary market. GWG, through its subsidiaries, purchases life insurance policies from seniors who no longer want, need or can afford their policies.  Since 2006, GWG has purchased more than $1.7 billion in life insurance policy benefits and paid seniors over $283 million for their policies – approximately $266 million more than the surrender or lapse value offered by insurance carriers. GWG's strategy is to originate and manage a diverse portfolio life insurance policies that generate yields that exceed the costs to finance the policies (in aggregate).  GWG finances the purchase and maintenance of a portfolio of policies primarily through a fixed income alternative investment product that is offered through independent broker-dealers and registered investment advisors nationwide. GWG's goal is to generate financial returns for GWG's investors and shareholders while providing valuable post-retirement financial solutions to seniors.

For more information about GWG, email info@gwglife.com or visit www.gwglife.com.

Contact

GWG Holdings, Inc.

Legal: Beau Mayfield

Tel: 877.494.2388

Email: bmayfield@gwglife.com

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