Attached files
| file | filename |
|---|---|
| EX-99.1 - Merriman Holdings, Inc | v206520_ex99-1.htm |
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): December 17, 2010
MERRIMAN
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
001-15831
(Commission
File Number)
|
11-2936371
(IRS
Employer
Identification
No.)
|
|
600
California Street, 9th Floor,
San
Francisco, California
(
Address of Principal Executive Offices)
|
94108
(Zip
Code)
|
Registrant's
telephone number, including area code (415) 248-5600
(Former
Name or Former Address, if Changed Since Last Report)
Merriman
Curhan Ford Group, Inc.
|
Item
5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers
|
(b)
Resignation of Director
Douglas
G. Bergeron informed the Company on December 17, 2010 that he was resigning from
the Company’s Board of directors, effective December 20, 2010. There
were no disagreements with the Company. Mr. Bergeron has agreed to
join the Company’s Board of Advisors.
(d)
Election of Director
On
December 21, 2010 Patrick O’Brien was elected to the Company’s Board of
Directors by the other Board members to serve until the next stockholder meeting
at which directors are elected. Mr. O’Brien was selected by our
Co-Chairman, Ronald L. Chez, to fill one of the seats reserved for election by
the holders of our Series D Preferred. Mr. Chez has the right to
nominate two members of our Board of Directors (including the seat Mr. Chez
currently occupies), and all of the holders of the Series D Preferred
contractually agreed to vote in favor of such nominees at any meeting of
stockholders at which directors are elected, pursuant to our Investors Rights
Agreement dated August 27, 2010, which was filed as Exhibit 10.48 to the 8-K/A
filed on September 2, 2009.
In
connection with Mr. O’Brien’s election, the Board made a determination that Mr.
O’Brien meets the Independent Director requirements of Nasdaq Listing Rule
5605(a)(2); the additional requirements for Audit Committee members contained in
Nasdaq Listing Rule 5605(c)(2); the criteria for independence set for in
Securities Exchange Act Rule 10A-3(b)(1), and that Mr. O’Brien is independent
for all purposes under applicable law and regulations
Mr.
O’Brien was named to the Audit Committee, Nominating and Corporate Governance
Committee and Compensation Committee. Mr. O’Brien will receive our
standard compensation for directors, which is currently $30,000 per year in
cash.
|
Item
9.01(d)
|
Exhibits
|
|
99.1
|
Press
Release announcing appointment of Patrick O’Brien to, and the resignation
of Douglas G. Bergeron from, the Company’s Board of
Directors.
|
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.
|
MERRIMAN
HOLDINGS, INC.
|
|||
|
Date:
December 22, 2010
|
By:
|
/s/
D. JONATHAN MERRIMAN
|
|
|
D.
Jonathan Merriman
Chief
Executive Officer
|
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