Current Report Filing (8-k)
March 20 2020 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): March 19, 2020
GWG
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 001-36615
Delaware
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26-2222607
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(State
or other jurisdiction of
incorporation)
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(IRS
Employer
Identification No.)
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325
North St. Paul Street, Suite 2650, Dallas, TX 75201
(Address
of principal executive offices, including zip code)
(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)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 Shares
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GWGH
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Nasdaq
Capital Markets
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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
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
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On
March 16, 2020, the Board of Directors of the Company appointed Roy Bailey, CEO of Bailey Deason Capital Interests, LLC, as a
director of the Company. Mr. Bailey was appointed as a Class I director with a term expiring in 2022. In addition,
the Board of Directors appointed Mr. Bailey to the Audit Committee, Compensation Committee and Special Committee of the Board
of Directors, as well as the Stock Option Sub-Committee of the Compensation Committee.
Prior
to serving as CEO of Bailey Deason Capital Interests, LLC, Mr. Bailey served in similar management roles with Giuliani Partners
LLC and Hicks Holdings, LLC. He began his career in the insurance and the insurance finance industry. In addition
to founding and owning Bailey Insurance Associates, one of the largest single principal-owned agencies in Dallas at the time,
he was also the co-founder, Chairman and CEO of Premium Finance Holdings (PFH), which was later sold to Texas Capital Bank.
Mr. Bailey received his BBA from Southern Methodist University in Dallas, Texas in 1976.
Mr. Bailey will receive compensation for his
Board and committee service in accordance with the Company’s standard compensation arrangements for non-employee directors, which
are described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on
November 22, 2019.
In connection with Mr. Bailey’s appointment
to the Board, the Company expects to enter into the Company’s standard form indemnification agreement for directors and
executive officers with Mr. Bailey, the form of which is filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2018.
There is no arrangement or understanding between
Mr. Bailey and any other person pursuant to which Mr. Bailey was appointed as a director, and there are no reportable transactions
under Item 404(a) of Regulation S-K with respect to Mr. Bailey.
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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GWG
HOLDINGS, INC.
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Date:
March 19, 2020
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By:
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/s/
Timothy
Evans
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Name:
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Timothy
Evans
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Title:
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Chief Financial Officer
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2
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