Amended Current Report Filing (8-k/a)
February 06 2019 - 6:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported):
February 4, 2019
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FREEDOM HOLDING CORP.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-33034
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30-0233726
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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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77/7 Al
Farabi Ave., “Essentai Tower” BC, Floor 3, Almaty,
Kazakhstan
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(Address
of principal executive offices)
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050040
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(Zip
code)
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(801)
355-2227
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report.)
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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):
□
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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, indicated 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. □
Explanatory Note
This
Current Report on Form 8-K/A (this “Amendment”) is
being filed as an amendment to the Current Report on Form 8-K filed
by Freedom Holding Corp. (the “Company”) on September
21, 2018 (the “Original 8-K”). The Original 8-K was
filed with the Securities and Exchange Commission (the
“SEC”) to report the results of the matters submitted
to a vote by the Company’s shareholders at the
Company’s 2018 Annual Meeting of Shareholders held on
September 20, 2018 (the “Annual Meeting”). The sole
purpose of this Amendment is to disclose, in accordance with Item
5.07(d) of Form 8-K, the Company’s decision as to how
frequently the Company will conduct future shareholder advisory
votes regarding named executive officer compensation. Except as set
forth herein, no other modifications have been made to the Original
8-K.
Item 5.07.
Submission of Matters to a Vote of Security Holders
(d)
At
the Annual Meeting, the Company’s shareholders voted on,
among other matters, an advisory proposal concerning the frequency
of future advisory votes on named executive officer compensation.
As reported in the Original 8-K, the Company’s shareholders
approved, on an advisory basis, “3 years” as the
frequency for holding an advisory vote on the compensation of the
Company’s named executive officers. Consistent with the
recommendation of the board of directors of the Company as set
forth in the Company’s proxy statement filed with the SEC on
July 26, 2018, and the vote of the Company’s shareholders on
this proposal at the Annual Meeting, the Company intends to hold
the advisory vote on the compensation of the Company’s named
executive officers every three years. The Company intends to
continue holding such votes every three years until the next
required vote on the frequency of the advisory vote on the
compensation of the Company’s named executive
officers.
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.
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FREEDOM HOLDING
CORP.
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Date:
February 5, 2019
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By:
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/s/
Adam R. Cook
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Adam R.
Cook
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Secretary
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