Current Report Filing (8-k)
January 04 2018 - 2:04PM
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):
January 4, 2018
(December 29, 2017)
DGSE COMPANIES, INC.
(Exact name of Registrant as specified in
its charter)
Nevada
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1-11048
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88-0097334
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(State or other jurisdiction
of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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13022 Preston Road
Dallas, Texas 75240
(Address of principal executive offices)
(Zip Code)
Registrant’s Telephone Number, including
area code:
(972) 587-4049
(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.):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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.
¨
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On December 29, 2017,
the Company held its 2017 annual meeting (the “Annual Meeting”) of stockholders (the “Stockholders”) at
the Holiday Inn at 6055 LBJ Freeway, Dallas, TX 75240. The matters submitted to the Stockholders for a vote at the Annual Meeting
were set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange
Commission on December 7, 2017 (the “Proxy Statement”) and distributed to the Stockholders. Stockholders representing
25,512,601, or 94.8%, of the shares of the Common Stock, outstanding and entitled to vote as of the record date, December 1, 2017,
were represented at the meeting either in person or by proxy.
The matters proposed
to the Stockholders for a vote were: (i) the election of each of John R. Loftus, Joel S. Friedman, Jim R. Ruth and Alexandra C.
Griffin as members of the Company’s Board of Directors; (ii) the ratification of the Company’s appointment of Whitley
Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and
(iii) to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one through two.
The final voting results of the Annual Meeting are set forth
below.
Proposal One
The nominees named in the Proxy Statement
(the “Proxy Statement Nominees”) were elected to the Board of Directors to serve until the next annual meeting of Stockholders
and until their respective successors are duly-elected and qualified (or until their death, resignation or removal, if earlier).
The Proxy Statement Nominees were the only nominees to receive votes for their election at the meeting, and the Proxy Statement
Nominees constitute the four nominees receiving the highest number of votes in favor of their election as directors. The results
of the vote with respect to their respective elections were as follows:
Nominees
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Votes For
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Votes Withheld
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Broker Non-Votes
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John R. Loftus
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19,915,813
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23,456
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5,573,332
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Joel S. Friedman
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19,920,940
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18,329
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5,573,332
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Jim R. Ruth
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19,920,663
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18,606
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5,573,332
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Alexandra C Griffin
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19,920,940
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18,329
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5,573,332
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Proposal Two
The proposal to ratify the Company’s
appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2017 was approved by the following vote:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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25,377,522
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128,422
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6,657
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0
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Proposal Three
The proposal to adjourn the Annual Meeting,
if necessary, to solicit additional proxies in favor of proposals one through two was approved by the following vote. It was not
necessary to adjourn the Annual Meeting as proposals one through two were approved at the Annual Meeting.
Votes For
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Votes Against
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Abstentions
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24,813,643
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696,125
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2,833
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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By:
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/s/ BRET A. PEDERSEN
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Bret A. Pedersen
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Chief Financial Officer
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(Principal Accounting Officer)
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Date: January
4, 2018
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