Current Report Filing (8-k)
December 18 2019 - 4:31PM
Edgar (US Regulatory)
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): December 12, 2019
GWG Holdings, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-36615
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26-2222607
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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220 South Sixth Street, Suite 1200, Minneapolis, MN
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55402
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(Address of principal executive offices)
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(Zip Code)
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(612) 746-1944
(Registrant's telephone number, including
area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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GWGH
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NASDAQ Capital Market
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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GWG Holdings, Inc. (the
“Company”) held its annual meeting of stockholders on December 12, 2019. At the meeting, stockholders of the Company
took the following actions:
(i) The
stockholders elected three Class I directors to serve as members of the Board of Directors for a three year term expiring in 2022.
The stockholders present in person or by proxy cast the following numbers of votes in connection with the election of Class I directors,
resulting in the election of all Class I director nominees:
Nominee
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Voted For
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Withheld
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Brad K. Heppner
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30,353,244
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23,223
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Thomas O. Hicks
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30,089,801
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286,766
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Kathleen J. Mason
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30,368,512
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8,055
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(ii) Pursuant
to an advisory “say-on-pay” vote, the stockholders approved the compensation of the Company’s executive officers
as described in the Company’s proxy statement. There were 30,304,933 votes cast for the proposal; 42,231 votes were cast
against the proposal; and 29,403 votes abstained.
(iii) Pursuant
to an advisory vote regarding the frequency of future “say-on-pay” votes, the stockholders approved conducting “say-on-pay”
votes every three years. There were 326,374 votes cast for conducting “say-on-pay” votes every year; 5,143 votes cast
for conducting “say-on-pay” votes every two years; 30,038,846 votes cast for conducting “say-on-pay” votes
every three years; and 6,104 votes abstained.
(iv) The
stockholders ratified the appointment of Whitley Penn LLP as our independent registered public accounting firm for fiscal 2019.
There were 31,137,290 votes cast for the proposal; 12,637 votes were cast against the proposal; and 15,974 votes abstained.
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.
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GWG Holdings, Inc.
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Date: December 18, 2019
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By:
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/s/ Timothy L. Evans
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Timothy L. Evans
Chief Financial Officer
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