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): July 11, 2016

 

ALJ Regional Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

______________

 

Delaware

001-37689

13-4082185

(State or Other Jurisdiction

 of Incorporation)

(Commission

 File Number)

(I.R.S. Employer

 Identification No.)

 

244 Madison Avenue, PMB #358

New York, NY 10016

(Address of Principal Executive Office) (Zip Code)

 

(212) 883-0083

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instructions A.2. below):

¨

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))

 

 

 


 


 

 Item 5.07Submission of Matters to a Vote of Security Holders. 

 

At the Annual Meeting of Stockholders (the “Annual Meeting”) of ALJ Regional Holdings, Inc. (the “Company”) held on July 11, 2016, the following proposals were voted on by the Company's stockholders, as set forth below:

 

Proposal 1:Election of Class I Directors.

 

For

Withheld

Broker Non-Vote

Robert Scott Fritz

19,889,571

19,197

568,501

John Scheel

19,860,613

48,155

568,501

Marc Reisch

19,861,742

47,026

568,501

 

All of the foregoing candidates were elected as the Company’s Class I directors.

 

Proposal 2:

Approval of Establishment of an Omnibus Equity Incentive Plan to Offer Securities of the Company to its Officers, Employees, Directors or Consultants or those of its Subsidiaries.   

                                                                                        

For

Against

Abstain

Broker Non-Vote

19,336,801

568,467

3,500

568,501

 

The establishment of the ALJ Regional Holdings, Inc. 2016 Omnibus Equity Incentive Plan (the “Plan”) offering securities of the Company to its officers, employees, directors or consultants or those of its subsidiaries was approved at the Annual Meeting.  The Plan became effective upon its approval by the Company’s stockholders on July 11, 2016.  The Plan is described in the Company’s proxy statement filed with the Securities and Exchange Commission on Schedule 14A in connection with the Annual Meeting.

 

Proposal 3:Ratification of Auditor.      

 

For

Against

Abstain

Broker Non-Vote

20,461,486

15,283

500

0

 

The appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2016 was approved.

 

 


 


 

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.

 

 

ALJ Regional Holdings, Inc.

 

 

 

 

 

July 13, 2016

By:

/s/ T. Robert Christ

 

 

 

T. Robert Christ

 

 

 

Chief Financial Officer

(Principal Financial Officer)