true 0001438731 0001438731 2021-08-20 2021-08-20

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 20, 2021

 

ALJ Regional Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-37689

13-4082185

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

244 Madison Avenue, PMB #358

New York, NY

 

10016

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 486-7775

(Former Name or Former Address, if Changed Since Last Report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of class of registered securities Common Stock, par value $0.01 per share

 

 

Ticker Symbol

ALJJ

Name of exchange on which registered

NASDAQ

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 Instructions 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 (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))

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. ☐

 

 

 

 


 

 

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by ALJ Regional Holdings, Inc. (the “Company”) on August 20, 2021 (the “Original 8-K”). The Original 8-K was filed with the Securities and Exchange Commission to report the results of the matters submitted to a vote by the Company’s stockholders at the Company’s 2021 Annual Meeting of Stockholders held on August 20, 2021 and certain other matters. The purpose of this Amendment is to amend and restate Item 5.07 in the Original 8-K in its entirety to amend a typographical error in the results table of Proposal 1. Except as set forth herein, no other modifications have been made to the Original 8-K.


 

 

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

 

At the Company’s Annual Meeting held on August 20, 2021, the following proposals were voted on by the Company's stockholders, as set forth below:

 

Proposal 1:Election of Directors.

 

Name

 

For

 

 

Withheld

 

 

Broker Non-Vote

 

Michael C. Borofsky

 

 

16,016,013

 

 

 

717,107

 

 

 

12,606,505

 

Julie Cavanna-Jerbic

 

 

16,039,431

 

 

 

693,689

 

 

 

12,606,505

 

Jess M. Ravich

 

 

11,745,452

 

 

 

4,987,668

 

 

 

12,606,505

 

Anna Van Buren

 

 

11,687,215

 

 

 

5,045,905

 

 

 

12,606,505

 

Robert Scott Fritz

 

 

12,500,008

 

 

 

4,233,112

 

 

 

12,606,505

 

Hal G. Byer

 

 

12,139,307

 

 

 

4,593,813

 

 

 

12,606,505

 

John Scheel

 

 

15,559,637

 

 

 

1,173,483

 

 

 

12,606,505

 

Rae G. Ravich

 

 

11,678,963

 

 

 

5,054,157

 

 

 

12,606,505

 

 

This proposal received the required affirmative vote of holders of a plurality of the votes cast and all of the foregoing candidates were elected as the Company’s directors.

 

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2021.

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Vote

 

29,296,146

 

 

 

7,903

 

 

 

35,576

 

 

–

 

 

This proposal received the affirmative vote of the holders of a majority of the shares having voting power present in person or represented by proxy at the Annual Meeting and was approved as set forth above.

 

 

 

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.

 

 

 

ALJ REGIONAL HOLDINGS, INC.

 

 

 

 

 

August 23, 2021

 

By:

 

/s/ Brian Hartman

 

 

Name:

 

Brian Hartman

 

 

Title:

 

Chief Financial Officer

 

 

 

 

(Principal Financial Officer)

 

 

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