Current Report Filing (8-k)
January 24 2019 - 4:09PM
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 24, 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)
|
|
(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:
☐
|
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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☐
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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.
☐
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Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Pursuant
to resolutions adopted by the board of directors (the “Board”) of GWG Holdings, Inc. (the “Company”) and
approved by written consent of the holders of a majority of the Company’s issued and outstanding common stock, the Company’s
Bylaws have been amended to provide for, among other things, a classified, or “staggered” Board, composed of three
classes of directors serving staggered three-year terms (the “Bylaw Amendment”). The Bylaw Amendment was the subject
of an Information Statement on Schedule 14C filed with the Securities and Exchange Commission on January 3, 2019 and first sent
to the Company’s stockholders on January 4, 2019. The Bylaw Amendment became effective on January 24, 2019, which is 20
calendar days after the date on which the Information Statement was first sent to the Company’s stockholders.
The
Bylaw Amendment establishes a classified Board. Each class will consist, as nearly as may be possible, of one third of the total
number of directors constituting the entire Board, and the classes will serve staggered, three year terms. The initial terms of
office of the initial Class I directors will expire at the annual meeting of stockholders to be held in 2019. The initial terms
of office of the initial Class II directors will expire at the annual meeting of stockholders to be held in 2020. The initial
terms of office of the initial Class III directors will expire at the annual meeting of stockholders to be held in 2021. At each
annual meeting of stockholders beginning with the annual meeting to be held in 2019, directors will be chosen for a full, three-year
term to succeed those directors in each class as their terms expire. If the number of directors is changed, any increase or decrease
shall be so apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall
hold office for a term coinciding with the remaining term of that class, but in no case will a decrease in the number of directors
constituting the Board shorten the term of any incumbent director.
The
Board assigned the directors in office on the effective date of the Bylaw Amendment to following classes:
Class
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Director
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Expiration of Initial
Term of Director
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Class I
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Shawn R. Gensch
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2019
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Class I
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Steven F. Sabes
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2019
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Class II
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Mark E. Schwarzmann
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2020
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Class II
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David H. Abramson
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2020
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Class III
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Thomas J. Donohue, Jr.
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2021
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Class III
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Jon R. Sabes
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2021
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Class III
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Jeffrey L. McGregor
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2021
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In
addition to establishing a classified board, the Bylaw Amendment provides that newly created directorships resulting from any
increase in the authorized number of directors and any vacancies occurring on the Board be filled by the affirmative vote of a
majority of the remaining members of the Board, provides that directors may be removed only for cause and only by the affirmative
vote of the holders of two-thirds or more of the outstanding voting power of the Company, and requires a two-thirds supermajority
approval of stockholders for stockholders to adopt further amendments to provisions of the Bylaws that govern (A) the number,
qualification and term of office of directors, (B) the filling of newly created directorships and vacancies, (C) the resignation
and removal of directors, (D) the right to indemnification for directors and other covered persons, and (E) the requisite approval
for certain future bylaw amendments.
The
foregoing description of each of the Bylaw Amendment is qualified in its entirety by reference thereto, which is attached as Exhibit
3.1 to this report.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
.
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:
January 24, 2019
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By:
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/s/
William Acheson
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William
Acheson
Chief Financial Officer
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