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): February 8, 2018

 

NATIONAL HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

          Delaware          

 

        001-12629        

 

      36-4128138      

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

 

 

     200 Vesey Street, 25th Floor, New York, NY 10281

 (Address, including zip code, of principal executive offices)

 

(212) 417-8000

 (Registrant's telephone number, including area code)

 

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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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.

 

On February 8, 2018, National Holdings Corporation (the “Company”) held its Annual Meeting of Stockholders. There were 12,437,916 shares of common stock outstanding and eligible to be voted at the meeting. There were 9,344,373 shares of common stock voted in person or by proxy. The following matters were voted upon:

 

 

1.

A proposal to elect two (2) Class I directors to serve until the 2021 Annual Meeting of Stockholders, or until each of their successors is elected and qualified or until their death, resignation or removal. The nominees, Robert B. Fagenson and Michael E. Singer, were elected to serve as Class I directors. The results of the voting were as follows:

 

Nominee

Votes For

Votes Withheld

Non Votes

Robert B. Fagenson

9,327,703

16,670

0

Michael E. Singer

9,328,753

15,620

0

  

 

2.

A proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2018. The proposal was approved and the results of the voting were as follows:

 

Votes For

Votes Against

Abstentions

Non Votes

9,336,733

3,419

4,221

0

 

 

3.

A proposal to amend the National Holdings Corporation 2013 Omnibus Incentive Plan by authorizing the issuance of an additional 2,500,000 shares of common stock, and extending the expiration of the Plan by three years until 2021. The proposal was approved and the results of the voting were as follows:

 

Votes For

Votes Against

Abstentions

Non Votes

9,208,132

128,479

7,762

0

 

 

 

 

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.

 

 

 

 

 

 

NATIONAL HOLDINGS CORPORATION 

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

Date:     February 9, 2018

By:

/s/ Michael Mullen 

 

 

 

Michael Mullen

 

 

 

Chief Executive Officer