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): June 5, 2023

AssetMark Financial Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38980	30-0774039
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1655 Grant Street, 10th Floor Concord, California	94520
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (925) 521-2200

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 each exchange on which registered
Common stock, $0.001 par value	AMK	The New York Stock Exchange

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 x

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 5.03        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 5, 2023, AssetMark Financial Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 below, the Company’s stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment"), which became effective upon the Company’s filing of the Certificate of Amendment with the Secretary of State of the State of Delaware on June 6, 2023. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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

At the Company's Annual Meeting, the following proposals were submitted to the stockholders of the Company:

•Proposal 1: Election of the Company’s three nominees, Mr. Rohit Bhagat, Mr. Bryan Lin and Mr. Lei Wang to the Board of Directors to serve as Class I directors, each for a three-year term expiring at the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified.

•Proposal 2: Ratification of the selection by the Audit and Risk Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

•Proposal 3: Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation.

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 17, 2023 (the “Proxy Statement”). Of the 73,924,212 shares of the Company’s common stock entitled to vote at the Annual Meeting, 71,500,716 shares, or approximately 97%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:

Proposal 1: Election of Class I Directors

The Company’s stockholders elected the following directors to serve as a Class I directors until the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified. The votes regarding the election of the directors were as follows:

	FOR	WITHHELD	BROKER NON-VOTE
Rohit Bhagat	60,398,094	9,059,242	2,043,380
Bryan Lin	57,068,243	12,389,093	2,043,380
Lei Wang	61,983,389	7,473,947	2,043,380

Proposal 2: Ratification of Appointment of KPMG LLP

The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding this proposal were as follows:

FOR	AGAINST	ABSTAIN
71,470,634	29,797	285

Proposal 3: Amendment to Amended and Restated Certificate of Incorporation

The Company's stockholders approved the Certificate of Amendment. The votes regarding this proposal were as follows:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
57,902,029	11,554,932	375	2,043,380

2

Item 9.01    Financial Statements and Exhibits.

(d) – Exhibits

Exhibit Number	Description of Exhibit
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AssetMark Financial Holdings, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

SIGNATURE

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.

	AssetMark Financial Holdings, Inc.
Date: June 7, 2023	/s/ Gary Zyla
	Gary Zyla
	Chief Financial Officer

4

EX-3.1

EXHIBIT 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ASSETMARK FINANCIAL HOLDINGS, INC.

AssetMark Financial Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the present name of the Corporation is AssetMark Financial Holdings, Inc., that the Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 25, 2013 under the name “AqGen Liberty Management II, Inc.,” and the Corporation’s amended and restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 5, 2019 (as amended and restated, the “Amended and Restated Certificate of Incorporation”).

SECOND: That the Board of Directors of the Corporation duly adopted resolutions setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment (the “Amendment”) to be advisable and in the best interests of the Corporation and its stockholders, and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed Amendment is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Corporation be amended by changing Section 9.1 of Article IX so that, as amended, said Section shall be and read as follows:

Section 9.1 Limited Liability. To the fullest extent permitted by law, no director or officer of this Corporation shall be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of this Corporation shall be limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal or elimination of this Section 9.1, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Section 9.1, shall not affect its application with respect to an act or omission by a director or officer occurring before such amendment, adoption, repeal or elimination. Solely for purposes of this paragraph, "officer" shall have the meaning provided in Section 102(b)(7) of the DGCL as amended from time to time.

THIRD: That thereafter, pursuant to resolution of its Board of Directors, a meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the Amendment.

FOURTH: That said Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FIFTH: That Section 9.1 of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

Section 9.1 Limited Liability. To the fullest extent permitted by law, no director or officer of this Corporation shall be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of this Corporation shall be limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal or elimination of this Section 9.1, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Section 9.1, shall not affect its application with respect to an act or omission by a director or officer occurring before such amendment, adoption, repeal or elimination. Solely for purposes of this paragraph, "officer" shall have the meaning provided in Section 102(b)(7) of the DGCL as amended from time to time.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 5th day of June, 2023.

A-1

By:	/s/ Ted F. Angus
	Authorized Officer
Title:	EVP, General Counsel
Name:	Ted F. Angus
	Print or Type

A-2

XML

Cover	Jun. 05, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 05, 2023
Entity Registrant Name	AssetMark Financial Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38980
Entity Tax Identification Number	30-0774039
Entity Address, Address Line One	1655 Grant Street
Entity Address, Address Line Two	10th Floor
Entity Address, City or Town	Concord
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94520
City Area Code	925
Local Phone Number	521-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	AMK
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001591587
Current Fiscal Year End Date	--12-31