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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): March 20, 2025

 

PHENIXFIN CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   814-00818   27-4576073

(State or other jurisdiction
of incorporation or organization)

  (Commission file number)  

(I.R.S. employer
identification no.)

 

445 Park Avenue, 10th Floor, New York, NY   10022
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: (212) 859-0390

 

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))

 

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

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common Stock, par value $0.001 per share   PFX   The NASDAQ Global Market
5.25% Notes due 2028   PFXNZ   The NASDAQ Global Market

 

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. ☐

 

 

 

 

 

 

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On March 12, 2025, PhenixFIN Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  During this meeting, the Company’s stockholders were asked to consider and vote upon three proposals: (1) to elect one director of the Company, to serve for a term of three years, or until his successor is duly elected and qualified; (2) to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025; and (3) to provide an advisory vote on executive compensation.

 

Stockholders of record at the close of business on January 13, 2025 were entitled to vote at the Annual Meeting. As of January 13, 2025, there were 2,019,778 shares of common stock outstanding and entitled to vote. A quorum consisting of 1,432,858 shares of common stock of the Company were present or represented by proxy at the Annual Meeting.

 

The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Proposals 1, 2, and 3 were approved by the requisite vote.

 

Proposal 1: Election of director.

 

Nominee  For  Withheld
Arthur S. Ainsberg  821,563  23,436

 

Broker Non-Votes: 587,859

 

Proposal 2: Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025.

 

For  Against  Abstain
1,403,064  27,613  2,181

 

Broker Non-Votes: 0

 

Proposal 3: Advisory vote on executive compensation.

 

For  Against  Abstain
823,309  15,531  6,159
   Broker Non-Votes:  587,859

 

Broker Non-Votes: 587,859

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, PhenixFIN Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

DATE: March 20, 2025 PHENIXFIN CORPORATION
   
  /s/ David Lorber
  Name: David Lorber
  Title: Chief Executive Officer

 

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