8-K 1 f8k071219_briley.htm FORM 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): July 12, 2019

 

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter) 

         
Delaware   001-37503   27-0223495

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (IRS Employer Identification No.)

 

 21255 Burbank Boulevard, Suite 400

Woodland Hills, California 91367

 

818-884-3737

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         

Common Stock, par value $0.0001 per share

 

RILY

 

Nasdaq Global Market

7.25% Senior Notes due 2027

 

RILYG

 

Nasdaq Global Market

7.50% Senior Notes due 2027

 

RILYZ

 

Nasdaq Global Market

7.375% Senior Notes due 2023

 

RILYH

 

Nasdaq Global Market

6.875% Senior Notes due 2023

 

RILYI

 

Nasdaq Global Market

7.50% Senior Notes due 2021

  RILYL  

Nasdaq Global Market

6.75% Senior Notes due 2024   RILYO  

Nasdaq Global Market

(Title of Class)        

 

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))
 

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 o

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. o

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective July12, 2019, the Board of Directors (the “Board”) of B. Riley Financial, Inc. (the “Company”) increased the number of directors that comprised the full Board from eight to nine members and appointed Marian Krogius “Mimi” Walters as an independent director to fill the new seat on the Board, with a term expiring at the Company’s 2020 annual meeting of stockholders. Ms. Walters will serve on the Corporate Governance Committee of the Board. There is no arrangement between Ms. Walters and any other person pursuant to which she was selected as director.

In connection with Ms. Walters’ appointment to serve on the Board, the Company will enter into an indemnification agreement with Ms. Walters in the form in which the Company has entered into with its other directors, which form is filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2009 and is incorporated herein by reference.

On July 16, 2019, the Company issued a press release announcing Ms. Walters’ appointment to the Board, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Press Release, dated July 16, 2019.

 

 

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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.

 

July 18, 2019 B. RILEY FINANCIAL, INC.  
     
  By:   /s/ Phillip J. Ahn  
    Name:   Phillip J. Ahn  
    Title:  

Chief Financial Officer and

Chief Operating Officer

 

 

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