UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 23, 2022, FG Financial Group, Inc. (the “Company”) held its 2022 Annual Meeting of shareholders (the “Annual Meeting”). The following matters were considered:
1. Election of Directors
Shareholders elected all of the Company’s nominees for director for one-year terms expiring on the next annual meeting of shareholders. The voting results were as follows:
| FOR | WITHHELD | BROKER NON- VOTE | ||||||||||
| (1) Mr. D. Kyle Cerminara | 5,976,665 | 74,402 | 1,556,808 | |||||||||
| (2) Mr. Richard E. Govignon, Jr. | 5,987,577 | 63,490 | 1,556,808 | |||||||||
| (3) Ms. Rita Hayes | 5,932,896 | 118,171 | 1,556,808 | |||||||||
| (4) Mr. E. Gray Payne | 5,927,775 | 123,292 | 1,556,808 | |||||||||
| (5) Mr. Larry G. Swets, Jr. | 5,988,177 | 62,890 | 1,556,808 | |||||||||
| (6) Mr. Scott D. Wollney | 5,934,283 | 116,784 | 1,556,808 | |||||||||
2. Approval of Amendment to the Company’s Certificate of Incorporation to Authorize a New Class of Preferred Stock
Shareholders approved an amendment to the Company’s Certificate of Incorporation to authorize 99,000,000 shares of a new class of Preferred Stock. The voting results were as follows
| For | Against | Abstentions | BROKER NON VOTE | ||||||||||
| 5,666,757 | 362,330 | 21,980 | 1,556,808 | ||||||||||
3. Approval and Ratification of Auditor
Shareholders approved and ratified the appointment of BDO USA LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results were as follows:
| For | Against | Abstentions | |||||||
| 7,322,179 | 77,892 | 207,804 | |||||||
4. Non-Binding Advisory Resolution on Executive Compensation
Shareholders approved on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement pursuant to Item 402 of Regulation S-K, including the compensation tables and accompanying narrative disclosure. The voting results were as follows
| For | Against | Abstentions | BROKER NON VOTE | ||||||||||
| 5,852,656 | 175,071 | 23,340 | 1,556,808 | ||||||||||
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.
| FG FINANCIAL GROUP, INC. | ||
| Date: August 24, 2022 | By: | /s/ Hassan R. Baqar |
| Name: | Hassan R. Baqar | |
| Title: | Executive Vice President and Chief Financial Officer | |