UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, and Zip Code)
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 Instruction A.2. below):
| Written communication 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 | ||
| and one share of Series A convertible preferred stock, par value $0.001 per share |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 May 29, 2025, Beneficient (the “Company”) held its 2025 annual meeting of stockholders (as previously adjourned on each of March 31, 2025, April 16, 2025, April 30, 2025 and May 28, 2025, the “Annual Meeting”). Holders of shares of the Company’s Class A common stock, par value $0.001 per share (“Class A common stock”), and Class B common stock, par value $0.001 per share (“Class B common stock”), representing a total of 5,509,937 votes were present or represented by proxy at the Annual Meeting, representing approximately 51% of the Company’s total voting power as of the February 28, 2025 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2025.
Proposal 1: To elect seven directors to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified (“Proposal 1”). Holders of shares of Class B common stock, voting as a separate class, were entitled to elect that number of directors which constitutes fifty-one percent (51%) (rounded up to the nearest whole number) of the total number of directors on the Company’s Board of Directors (the “Board” and such directors, the “Class B Directors”). Holders of shares of Class A common stock and holders of shares of Class B common stock, voting together as a single class, were entitled to elect all remaining directors on the Board (the “Class A Directors”).
| Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes | |||||||||
| Class B Directors | ||||||||||||
| Brad K. Heppner | 2,392,570 | - | - | |||||||||
| Derek L. Fletcher | 2,392,570 | - | - | |||||||||
| Thomas O. Hicks | 2,392,570 | - | - | |||||||||
| Bruce W. Schnitzer | 2,392,570 | - | - | |||||||||
| Class A Directors | ||||||||||||
| Peter T. Cangany | 4,373,394 | 322,243 | 814,300 | |||||||||
| Patrick J. Donegan | 4,275,526 | 420,111 | 814,300 | |||||||||
| Karen J. Wendel | 4,266,094 | 429,543 | 814,300 | |||||||||
Proposal 2: To ratify the appointment of Weaver and Tidwell, LLP as the Company’s independent registered public accounting firm for the year ending March 31, 2025 (“Proposal 2”).
| Votes Cast For | Votes Cast Against | Abstentions | ||||||||
| 4,971,981 | 223,639 | 314,317 | ||||||||
Based on the foregoing votes, both Proposal 1 and Proposal 2 were approved. No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
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.
| BENEFICIENT | ||
| By: | /s/ Gregory W. Ezell |
|
| Name: | Gregory W. Ezell | |
| Title: | Chief Financial Officer | |
| Dated: | June 4, 2025 | |