On October 22, 2020, at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Medley Management Inc. (the “Company”) held on such date, the Company’s stockholders approved an amendment to the Company’s 2014 Omnibus Incentive Plan (as so amended, the “Incentive Plan”) to increase the number of awards available for issuance thereunder by 10,000,000 to 19,000,000. The description of the Incentive Plan set forth in Proposal No. 6 as contained in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on September 22, 2020 (the “Proxy Statement”) is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K. The description of the Incentive Plan (including the amendment thereto as approved by the Company’s stockholders at the Annual Meeting) is qualified in its entirety by reference to the complete text of the Incentive Plan, a copy of which is attached to the Proxy Statement as Annex C and is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described below in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting held on October 22, 2020, the Company’s stockholders approved a proposal granting discretionary authority to Company’s Board of Directors (the “Board”) to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s common stock within a range of 1-for-5 to 1-for-10 to be determined by the Board and with the reverse stock split to be effective at such time and date, if at all, as determined by the Board, but not later than December 26, 2020.

Following the Annual Meeting, on October 22, 2020, the Board determined that it is in the best interests of the Company and its stockholders to implement a reverse stock split of the Company’s common stock at a ratio of one-for-ten (the “Reverse Stock Split”). Accordingly, on October 22, 2020, the Company filed a Certificate of Amendment (the “Reverse Stock Split Certificate of Amendment”) to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.

to the Certificate of Amendment, effective as of 5:00 p.m., Eastern Time, on Friday, October 30, 2020 (the “Effective Time”), each ten (10) shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), issued and outstanding, immediately prior to the Effective Time, will automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Class A Common Stock. The shares of Class B Common Stock, par value $0.01 per share, will also be adjusted simultaneously in the same manner in the Reverse Stock Split. No fractional shares will be issued as a result of the Reverse Stock Split. Instead, any stockholder who would have been entitled to receive a fractional share of Class A Common Stock as a result of the Reverse Stock Split will receive cash payments in lieu of such fractional shares (without interest and subject to backup withholding and applicable withholding taxes).

The Class A Common Stock will begin trading on a split-adjusted basis on the New York Stock Exchange (the “NYSE”) at the market open on Monday, November 2, 2020. The Class A Common Stock will have a new CUSIP number, 58503T205, although the trading symbol for the Class A Common Stock will remain “MDLY”.

As previously disclosed, the Reverse Stock Split is intended to bring the Company into compliance with the $1.00 minimum average closing share price requirement (the “Minimum Share Price Requirement”) for continued listing on the NYSE. The Company will regain compliance with the Minimum Share Price Requirement if the price per share of the Class A Common Stock promptly exceeds $1.00 per share and remains above that level for at least the following 30 trading days.

On October 22, 2020, the Company also filed another Certificate of Amendment (the “Authorized Share Reduction Certificate of Amendment”) with the Secretary of State of the State of Delaware to implement the amendment to the Certificate of Incorporation approved by the stockholders at the Annual Meeting to decrease the number of authorized shares of all classes of the Company’s common stock and preferred stock (the “Authorized Share Reduction”). The Authorized Share Reduction will become effective simultaneously with the Reverse Stock Split at the Effective Time, and implements a reduction in the number of authorized shares of Class A Common Stock from 3,000,000,000 shares to 5,000,000 shares, a reduction in the number of authorized shares of Class B Common Stock from 1,000,000 shares to 1,000 shares, and a reduction in the number of authorized preferred shares from 300,000,000 shares to 1,000,000 shares.

The foregoing descriptions of the Reverse Stock Split Certificate of Amendment and the Authorized Share Reduction Certificate of Amendment do not purport to be complete and are qualified in their entirety by reference to the complete texts of the Reverse Stock Split Certificate of Amendment and the Authorized Share Reduction Certificate of Amendment, copies of which are filed with this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated into this Item 5.03 of this Current Report on Form 8-K by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on the matters disclosed in the Company’s Proxy Statement. Set forth below are the final voting results for the matters submitted to a vote of stockholders:

Proposal No. 1 – Election of Directors

At the Annual Meeting, the Company’s stockholders elected the persons listed below as directors for a one-year term expiring at the Company’s 2021 annual meeting of stockholders and until their respective successors are duly elected and qualified:

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020:

Proposal No. 3 – Approval of Discretionary Authority to Implement Reverse Stock Split

The Company’s stockholders approved the grant of discretionary authority to the Board to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock within a range of 1-for-5 to 1-for-10 to be determined by the Board and with the reverse stock split to be effective at such time and date, if at all, as determined by the Board, but not later than December 26, 2020:

Proposal No. 4 – Approval of Authorized Share Reduction Amendment

The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of all classes of the Company’s common stock and preferred stock as described in the Proxy Statement:

Proposal No. 5 – Advisory Approval of Executive Compensation

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as described in the Proxy Statement:

Proposal No. 6 – Approval of Amendment to the 2014 Omnibus Incentive Plan

The Company’s stockholders approved an amendment to the Company’s 2014 Omnibus Incentive Plan to increase the number of awards available for issuance thereunder by 10,000,000 to 19,000,000:

Proposal No. 7 – Advisory Say-on-Frequency Vote

In voting on an advisory (non-binding) basis on the frequency of future advisory votes on executive compensation, the option of every “1 year” received the most votes from the Company’s stockholders:

The Company intends to hold the advisory vote on executive compensation on an annual basis.

Item 7.01. Regulation FD Disclosure.

On October 22, 2020, the Company issued a press release announcing implementation of the Reverse Stock Split. A copy of the press release is included with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

MEDLEY MANAGEMENT INC. Exhibit
EX-3.1 2 mdly-decertofadmendemntrer.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF AMENDMENTTO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OFMEDLEY MANAGEMENT INC.___________________Pursuant to Section 228 and 242 ofthe General Corporation Law of the State of Delaware___________________    MEDLEY MANAGEMENT INC. (the “Corporation”),…
To view the full exhibit click here

About MEDLEY MANAGEMENT INC. (NYSE:MDLY)

Medley Management Inc. is an asset management firm offering yield solutions to retail and institutional investors. The Company operates in the investment management segment. It is focused on credit-related investment strategies, primarily originating senior secured loans to private middle market companies in the United States. The Company generally holds these loans to maturity. Its national direct origination franchise provides capital to the middle market in the United States. The Company has over $4.8 billion of assets under management (AUM) in approximately two business development companies (BDCs), Medley Capital Corporation (MCC) and Sierra Income Corporation (SIC), as well as private investment vehicles. It has over $5 billion of AUM. The Company provides capital to over 300 companies across approximately 35 industries in North America. The Company’s long-dated private funds include MOF I, MOF II and MOF III. Its private funds are managed through partnership structures