NATIONAL HOLDINGS CORPORATION (NASDAQ:NHLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) of National Holdings Corporation (the “Company”) held on March 7, 2019, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s 2013 Omnibus Incentive Plan, as amended (the “Plan”), to increase the number of shares of the Company’s common stock authorized for issuance under the Plan by 900,000 shares and to make certain additional changes to the terms of the Plan. The Company’s Board of Directors (the “Board”) had previously approved the Amendment, subject to such stockholder approval.

A summary of the material terms of the Plan, as amended and restated, is set forth under the heading “Summary of the 2013 Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 25, 2019 (the “Proxy Statement”), a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This summary and the above description of the Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text of the Plan, as amended and restated, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02. Submission of Matters to a Vote of Security Holders.

At the 2019 Annual Meeting, the Company’s stockholders voted on the following proposals:

1. The following nominees were elected to the Board as Class II directors for terms expiring at the 2022 Annual Meeting of Stockholders.

Following the 2019 Annual Meeting, Jeff Gary and Michael A. Mullen, having terms expiring in 2020, and Robert B. Fagenson and Michael E. Singer, having terms expiring in 2021, continued in office.

2. The Amendment to increase the number of shares of the Company’s common stock authorized for issuance under the Plan by 900,000 shares, and make certain additional changes to the terms of the Plan, was approved.

3. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.

4. The stockholdersrecommended, in a non-binding, advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every year.

5. The appointment of BDO USA, LLP as the independent registered public accounting firm for the Company for the fiscal year ended September 30, 2019 was ratified.

Item 5.02. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished herewith:

NATIONAL HOLDINGS CORP Exhibit
EX-99.1 2 ex_137373.htm EXHIBIT 99.1 ex_137373.htm Exhibit 99.1     Summary of the 2013 Plan   The material terms of the 2013 Plan,…
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About NATIONAL HOLDINGS CORPORATION (NASDAQ:NHLD)

National Holdings Corporation (National) is a holding company. The Company’s segments include brokerage and advisory services, tax and accounting services, and corporate. Its brokerage and advisory services segment includes broker-dealer and investment advisory services, sale of insurance products and licensed mortgage brokerage services provided by the Broker-Dealer Subsidiaries, National Asset Management, Inc., National Insurance Corporation, Prime Financial Services and GC Capital Corporation. Its tax and accounting services segment includes tax preparation and accounting services provided by Gilman Ciocia, Inc. The Company, through its subsidiaries, provides various financial services. Through National’s broker-dealer and investment advisory subsidiaries, it offers retail brokerage to individual and institutional clients; provide investment banking, merger and acquisition and advisory services to micro, small and mid-cap companies and is engaged in trading securities.