The Compensation Committee also adopted a cash incentive plan for Joseph J. Orlando and Joseph J. Wallace, the Company’s Chief Executive Officer and Chief Financial Officer, respectively, for the fiscal year ending June 30, 2019 (the “2019 Cash Incentive Plan”).

Set forth below is a summary description of the 2019 Cash Incentive Plan. The following summary is not intended to be complete and is qualified in its entirety by reference to the 2019 Incentive Plan, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ending December 31, 2018.

Primary Purpose of the Incentive Plan. The primary purpose of the 2019 Cash Incentive Plan is to further the interests of the Company and its stockholders by (i)providing meaningful incentives and financial rewards to participants in the Plan ("Participants") for making significant contributions to the achievement, by the Company, of one or more pre-established financial performance goals in Fiscal 2019, and (ii)making a substantial portion of each Participant’s compensation for Fiscal 2019 dependent on the Company’s achievement of those goals and the achievement by each Participant of individualized performance goals (or MBOs), all in furtherance of the “pay-for-performance" philosophy of the Compensation Committee.

Establishment of Corporate Financial and Individualized Performance Goals. The Plan provides for the establishment by the Committee of cash award opportunities for each Participant based on the extent to which (i)one or more corporate financial performance goals for Fiscal 2019 are achieved or exceeded by the Company, and (ii)individualized performance objectives (or “MBOs”) established for each Participant are achieved, in each case as determined by the Committee.

Determination of Cash Incentive Awards Earned by Participants. As soon as practicable following the end of Fiscal2019, the Committee is to determine (i)whether and to what extent any of the corporate financial goals has been achieved or exceeded, (ii)whether or to what extent, if any, each Participant has achieved his individual MBOs, and (iii)the amounts of the cash incentive awards, if any, that each Participant has earned under the Plan. The Plan provides that, in determining whether any previously established financial performance goal has been achieved or exceeded, the Committee may make adjustments for certain extraordinary or non-recurring events, as more specifically described in the 2019 Cash Incentive Plan.Of the cash awards that each Participant can earn, at target, 80% will be dependent on the achievement of the financial performance goals and the other 20% will be dependent on the achievement of the Participant’s MBOs.

Payment of Incentive Awards. The Cash Incentive Plan provides that, if and to the extent earned, incentive awards are to be paid in cash by no later than the 75th day after the end of Fiscal 2019. On the other hand, payment of incentive awards may be deferred if and to the extent it is deemed to be necessary to comply withSection409A of the Internal Revenue Code.

Amendments to or Termination of the 2019Cash Incentive Plan. The 2019 Cash Incentive Plan may be amended or terminated at any time by the Compensation Committee, except that, subject to the Clawback Policy described below, no amendment or termination of the Plan may affect the right of a Participant to retain any incentive award previously paid to the Participant under the Plan.

Committee’s Determination of Performance Goals and Incentive Award Opportunities under the Cash Incentive Plan.

The Committee has established:

(1)Threshold, target and maximum cash incentive awards which each of Messrs. Orlando and Wallace has the opportunity to earn under the Plan. The earning of such Awards will depend on whether the Company achieves or exceeds specified threshold, target or maximum financial performance goals (the "Financial Performance Goals"), each of which will be measured on the basis of the Company’s operating income (before non-cash stock-based compensation expense), for the year ending June30, 2019; and

(2)Individualized or personalized threshold and target awards (“MBO Performance Awards”), which each of Messrs. Orlando and Wallace has the opportunity to earn, based on the extent to which he has achieved the MBOs established for him by the Committee.

The following table sets forth the respective cash incentive award opportunities that Messrs. Orlando and Wallace will have under the 2019 Incentive Plan, expressed as a percentage of their respective base salaries:

_____________

The Committee retains the discretion, exercisable prior to the payment of an Award under the Plan, to adjust, downward or upward, the dollar amount of any of the Award Opportunities based on the Committee's assessment of the Company’s financial performance in FY 2019 and any other factors deemed by it to be relevant.

Certain Conditions to the Receipt of Awards. No cash incentive award will be earned by a Participant under the Plan if the Company fails to achieve at least the threshold financial performance goal and the Participant does not achieve any of his MBO Goals. In addition, to receive any cash incentive award under the Plan, a Participant must remain in the service of the Company through June30, 2019.

Clawback Policy. The Cash Incentive Plan provides that any award that has been paid under the Plan will be subject to reduction or "clawback" and recovery by the Company, in whole or in part, as and to the extent required under the Company's “clawback policy” as in effect from time to time or under any applicable executive compensation laws or government regulations or any securities exchange listing requirements.

Item 5.07(a) and (b)

The Company held its 2018 Annual Stockholders’ Meeting (the “Annual Meeting”) on December4, 2018. The proposals voted on by stockholders at the Annual Meeting consisted of (i)the election of five (5) directors to serve on the Board of Directors for a term of one year and until their successors are elected (Proposal No.1); (ii)ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June30, 2019 (Proposal No.2); (iii)the approval, by non-binding advisory vote of the Company’s stockholders, of the compensation paid by the Company to its Named Executive Officers for its fiscal year ended June 30, 2018 (ProposalNo.3); and (iv)the recommendation, by non-binding advisory vote of the Company’s stockholders, with respect to the frequency of future non-binding advisory votes on the approval of the compensation paid by the Company to its Named Executive Officers (ProposalNo.4).

1.Election of Directors (Proposal No.1). The five candidates named below, all of whom were nominated by the Company’s Board of Directors, were the only candidates nominated for election at the Meeting. As a result, the election of directors was uncontested. However, the Company’s Bylaws provide that, to be elected to the Board in an uncontested election, a candidate must receive a majority of the votes cast in the election of directors. As indicated in the table below, all five candidates received a majority of the votes cast in the election of directors and, accordingly, were elected to serve on the Company’s Board of Directors for a term that will end at the next Annual Stockholders’ Meeting and until their respective successors are elected.

There were a total of 2,677,633 broker non-votes in the election of directors.

2.Ratification of Appointment of Independent Registered Public Accountants (Proposal No.2). At the Annual Meeting, the Company’s stockholders also voted on the ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for its fiscal year ending June30, 2019. Approval of this Proposal required the affirmative vote of the holders of a majority of the shares present (in person or by proxy) and voted on this Proposal at the Annual Meeting. The following table sets forth the respective numbers of votes cast for and against, and the number of shares abstaining from, this Proposal:

Brokers had discretionary authority to vote shares on the Proposal to ratify the appointment of the Company’s independent registered public accounting firm without having obtained voting instructions from the beneficial owners of the shares. Consequently, there were no broker non-votes with respect to this Proposal.

3.Approval, by Non-Binding Advisory Vote, ofthe Compensation of the Company’s Named Executive Officers (Proposal No.3). The approval, by non-binding advisory vote of the stockholders, of the compensation paid by the Company to its Named Executive Officers for its fiscal year ended June30, 2018 (the “Say-on-Pay Vote”) required the affirmative vote of the holders of a majority of the shares present (in person or by proxy) and voted on this Proposal at the Annual Meeting. Set forth below are the results of the voting on this Proposal:

There were a total of 2,677,633 broker non-votes with respect to Proposal No.3.

4.Advisory Vote on Frequency of Future Say-on-Pay Advisory Votes (Proposal No.4). At the Annual Meeting, the stockholders were asked to cast a non-binding advisory vote as to whether future Say-on-Pay advisory votes be held annually, once every two years or once every three years. In accordance with the recommendation of the Board of Directors, as set forth in the table below, the Company’s stockholders voted at the Annual Meeting for such future advisory votes to be held annually.

There were a total of 2,677,633 broker non-votes with respect to Proposal No.4.

Item 5.07(d)

As reported above, the Company’s stockholders recommended, by the affirmative vote of the holders of more than 90% of the shares voted on Proposal No.4, that future Say-on Pay advisory votes be held every year.

Based on the vote of the stockholders, and other factors, the Company’s Board of Directors, at its meeting held on December4, 2018 following the Annual Stockholders Meeting, decided that future Say-on Pay advisory votes will be held every year until such time, if any, as the Board of Directors may decide to hold another stockholder advisory vote on the frequency of Say-on-Pay advisory votes.

About COLLECTORS UNIVERSE, INC. (NASDAQ:CLCT)

Collectors Universe, Inc. provides authentication and grading services to dealers and collectors of coins, trading cards, event tickets, autographs and historical and sports memorabilia (collectibles). The Company operates through three segments: coins, trading cards and autographs, and other collectibles. The Company is engaged in the authentication, grading, publication and Web-based advertising, subscription-based business and product sales. The other collectibles segment includes the Certified Coin Exchange (CCE) subscription business, the Coinflation.com business and its collectibles conventions business. The Company is also engaged in selling of printed publications and collectibles price guides and advertising in such publications; selling of membership subscriptions in its Collectors Club; selling of subscriptions to its CCE dealer-to-dealer Internet bid-ask market for certified coins and to its CoinFacts Website, and conducting collectibles trade shows and conventions.