8-K

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): November 13, 2024

   

A-MARK PRECIOUS METALS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-36347	11-2464169
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

2121 Rosecrans Ave, Suite 6300
El Segundo, California		90245
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (310) 587-1477

   

    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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AMRK	Nasdaq Global Select Market

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. Submission of Matters to a Vote of Security Holders.

Results of Annual Meeting

On November 13, 2024, A-Mark Precious Metals, Inc. (the "Company") held its Annual Meeting of Stockholders (the “Meeting”) in a virtual-only format. Of the 23,002,059 shares of common stock outstanding as of the record date of September 19, 2024 and entitled to vote, 16,085,553 shares, or 69.9%, were present in-person virtually or represented by proxy at the Meeting. At the Meeting, the Company’s stockholders: (1) approved the election of all of the nominees as directors, to hold office until the 2025 Annual Meeting of Stockholders and until their respective successors are elected and qualified or until their earlier resignation or removal; (2) on an advisory basis, approved the fiscal year 2024 compensation of the named executive officers of the Company; and (3) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2025.

The results of the voting on the matters submitted to the stockholders were as follows:

1) Election of Directors:



Nominee	For	Withheld	Broker Non-Votes	% Votes For (Based on Shares Voted and Withheld)
Jeffrey D. Benjamin	12,649,525	137,993	3,298,035	98.92%
Ellis Landau	12,681,723	105,795	3,298,035	99.17%
Beverley Lepine	12,575,702	211,816	3,298,035	98.34%
Carol Meltzer	12,667,329	120,189	3,298,035	99.06%
John U. Moorhead	12,550,986	236,532	3,298,035	98.15%
Jess M. Ravich	12,574,876	212,642	3,298,035	98.34%
Gregory N. Roberts	12,744,192	43,326	3,298,035	99.66%
Monique Sanchez	11,982,973	804,545	3,298,035	93.71%
Kendall Saville	12,701,522	85,996	3,298,035	99.33%
Michael R. Wittmeyer	12,749,319	38,199	3,298,035	99.70%

2) Advisory Vote on Fiscal Year 2024 Compensation of the Named Executive Officers:



For	Against	Abstain	Broker Non-Votes	% Votes For (Based on Votes Cast (i.e., Shares Voted For and Against))
9,848,018	2,794,388	145,112	3,298,035	77.90%

3) Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2025:



For	Against	Abstain	Broker Non-Votes	% Votes For (Based on Votes Cast (i.e., Shares Voted For and Against))
16,031,690	52,001	1,862	--	99.68%

Item 8.01 Other Events.

Appointment of Committee Members and Officers

On November 13, 2024, the Board of Directors of the Company appointed the following persons to the committees of the Board of Directors:

Audit Committee

Beverley Lepine, Chairperson

Ellis Landau

Jess M. Ravich

Kendall Saville

Compensation Committee

Jess M. Ravich, Chairperson

Ellis Landau

John U. Moorhead

Kendall Saville

Nominating and Corporate Governance Committee

Monique Sanchez, Chairperson

Beverley Lepine

John U. Moorhead

Jess M. Ravich

The Board of Directors also appointed the following officers to the positions set forth below opposite their respective names:


Officer		Position
Jeffrey D. Benjamin		Chairman of the Board
Gregory N. Roberts		Chief Executive Officer
Thor Gjerdrum		President
Kathleen Simpson-Taylor		Chief Financial Officer, Executive Vice President and Assistant Secretary
Brian Aquilino		Chief Operating Officer
Carol Meltzer		General Counsel, Executive Vice President and Secretary

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.


			A-MARK PRECIOUS METALS, INC.

Date:	November 15, 2024	By:	/s/ Carol Meltzer
		Name: Title:	Carol Meltzer General Counsel, Executive Vice President and Secretary

A-Mark Precious Metals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events