UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On March 25, 2025, ArrowMark Financial Corp. (the “Company”) received a letter from Nasdaq in response to the Company’s notification to Nasdaq that Mr. Michael Stolper, who was an independent director and member of the Company’s Audit Committee, had passed away on March 21, 2025. As a result, the Company has only two independent directors serving on its Audit Committee and is not in compliance with Nasdaq’s audit committee composition requirement of three independent directors as set forth in Nasdaq Listing Rule 5605(c).
Consistent with Listing Rule 5605(c)(4), Nasdaq has provided the Company a cure period in order to regain compliance (i) until the earlier of the Company’s next annual shareholders’ meeting or March 21, 2026, or (ii) if the next annual shareholders’ meeting is held before September 17, 2025, then the Company must evidence compliance no later than September 17, 2025.
The Company was expecting the letter from Nasdaq and the Nominating and Governance Committee of the Board of Directors is currently seeking to identify a suitable candidate for appointment to the Board of Directors who will satisfy the independence requirements for serving on the Company’s audit committee. The Company anticipates that it will be able to identify and appoint a suitable candidate prior to September 17, 2025.
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.
| ARROWMARK FINANCIAL CORP. | |
| Date: March 28, 2025 | |
| By: /s/ Patrick J. Farrell | |
| Name: Patrick J. Farrell | |
| Title: Chief Financial Officer |