8-K 1 f8-k.htm 8-K mmac_Current_Folio_8K

 

 

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):

    May 21, 2019

 

MMA Capital Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Delaware

    

001‑11981

    

52‑1449733

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

3600 O’Donnell St, Suite 600,

 

 

 

 

Baltimore, Maryland

 

 

 

21224

(Address of principal executive offices)

 

 

 

(Zip Code)

 

 

 

 

Registrant’s telephone number, including area code:

    (443) 263‑2900

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
Common Shares, no par value

Common Stock Purchase Rights

Trading Symbol(s)

MMAC

MMAC

Name of each exchange on which registered
Nasdaq Capital Market

Nasdaq Capital 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 May 21, 2019, MMA Capital Holdings, Inc. (the “Company”) held its annual meeting of stockholders. At that meeting, the stockholders of the Company re-elected Francis X. Gallagher, Jr. and Frederick W. Puddester to the Board of Directors for a three-year term, approved a non-binding advisory resolution approving the compensation of the named executive officers of the Company, received a majority vote in favor of a three-year cycle for the non-binding advisory resolution approving the compensation of the named executive officers of the Company and ratified the appointment of KPMG, LLP as independent registered public accountant for the fiscal year ending December 31, 2019.  As to these matters, the numbers of votes cast for or against, as well as the number of abstentions and broker non-votes, are as set forth below:  

 

1.

Election of directors nominated by MMA Capital Holdings, Inc. to serve for a term to expire in 2022 and until their successors are duly elected and qualified:

 

 

 

 

 

 

 

 

 

 

Nominee

Votes

For

Votes

Against

Votes

Abstained

Broker

Non-Votes

Francis X. Gallagher, Jr.

3,057,880

398,753

233,242

1,556,255

Frederick W. Puddester

3,050,249

406,468

233,158

1,556,255

 

2.

The non-binding advisory vote on executive compensation:

 

 

 

 

 

 

 

 

 

Votes

For

Votes

Against

Votes

Abstained

Broker

Non-Votes

3,204,445

215,071

270,359

1,556,255

 

3.

The non-binding advisory vote on the frequency of the non-binding advisory vote on executive compensation:

 

-Y

 

 

 

 

 

 

 

1 Year

2 Years

3 Years

Votes Abstained

Broker Non-Votes

1,494,614

15,219

2,169,646

10,396

1,556,255

 

4.

Ratification of KPMG, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019:

 

 

 

 

 

 

 

 

 

Votes

For

Votes

Against

Votes

Abstained

Broker

Non-Votes

4,522,607

702,755

20,768

0

 

 

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.

 

 

MMA Capital Holdings, Inc.

 

 

 

May 21, 2019

By:

/s/ Michael L. Falcone

 

 

Name: Michael L. Falcone

 

 

Title:   Chief Executive Officer