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ATLC Atlanticus

Filed: 13 May 20, 4:32pm

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): May 7, 2020

Atlanticus Holdings Corporation

 

(Exact name of registrant as specified in its charter)

 

Georgia

 

000-53717

 

58-2336689

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 770-828-2000

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of class

Trading Symbol

Name of exchange on which registered

Common stock, no par value

ATLC

Nasdaq Global Select Market

 

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))

 

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.

 

Atlanticus Holdings Corporation (the “Company”) held its Annual Meeting of Shareholders on May 7, 2020. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation. At the Annual Meeting, the Company’s shareholders voted upon two proposals. The proposals are described in detail in the Company’s Proxy Statement. A brief description and the final vote results for each proposal follow.

 

1. Election of five directors for terms expiring at the 2021 Annual Meeting of Shareholders:

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

David G. Hanna

 

10,629,672

 

97,969

 

Jeffrey A. Howard

 

10,611,248

 

116,393

 

Deal W. Hudson

 

9,775,285

 

952,356

 

Mack F. Mattingly

 

9,805,150

 

922,491

 

Thomas G. Rosencrants

 

9,783,854

 

943,787

 

 

As a result, each nominee was elected to serve as a director for a term expiring at the 2021 Annual Meeting of Shareholders.

 

2. Approval, pursuant to Nasdaq Marketplace Rule 5635, of the issuance of shares of Atlanticus common stock upon conversion of outstanding shares of Series A convertible preferred stock:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

10,716,189

 

10,967

 

485

 

 

As a result, the proposal 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.

 

 

 

  ATLANTICUS HOLDINGS CORPORATION
   
Date:     May 13, 2020 By: /s/William R. McCamey
  Name:     William R. McCamey
  Title:      Chief Financial Officer