WILHELMINA INTERNATIONAL, INC. (NASDAQ:WHLM) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01

(a)       Montgomery Coscia Greilich LLP (“MCG”) served as the principal accountant to audit the financial statements of Wilhelmina International, Inc. (the “Company”) for the fiscal year ending December 31, 2018. Effective June 1, 2019, MCG’s audit practice was combined with Baker Tilly Virchow Krause, LLP (“Baker Tilly”). In connection with such transaction, MCG has declined to serve as the principal accountant to audit the financial statements of the Company for the fiscal year ending December 31, 2019.

During the two most recent fiscal years ended December 31, 2018, and the subsequent interim period preceding June 1, 2019, there were no (i) disagreements with MCG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to MCG’s satisfaction would have caused MCG to make reference in connection with their opinion to the subject matter of the disagreement, or (ii) “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K. MCG’s audit reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2018 and 2017 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

The Company has provided MCG with a copy of the disclosures contained in this Form 8-K and has requested that MCG furnish to the Company a letter addressed to the Securities and Exchange Commission stating whether MCG agrees with the statements contained herein and, if not, stating the respects in which it does not agree. A copy of MCG’s letter concurring with the statements contained herein is attached as Exhibit 16.1 to this Form 8-K.

(b)       On June 6, 2019, the Audit Committee of the Company engaged Baker Tilly as the principal accountant to audit the Company’s financial statements for the fiscal years ending December 31, 2019, 2020, and 2021. During the two most recent fiscal years ended December 31, 2018 and 2017, and through the subsequent interim period preceding such engagement, the Company did not consult with Baker Tilly regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K), or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Annual Meeting of Stockholders of the Company was held on June 4, 2018. Of the 5,185,440 shares of common stock of the Company entitled to vote at the meeting, 4,175,677 shares were represented at the Annual Meeting in person or by proxy.

Proposal No. 1 – Election of Directors

At the Annual Meeting, the following individuals were elected to serve as directors of the Company and received the number of votes set forth opposite their respective names:

(d)       Exhibits.

16.1	Montgomery Coscia Greilich LLP letter dated June 6, 2019.

  

Wilhelmina International, Inc. Exhibit
EX-16.1 2 exh_161.htm EXHIBIT 16.1 Exhibit 16.1     Montgomery Coscia Greilich LLP 972.748.0300 p 972.748.0700 f       June 6,…
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About WILHELMINA INTERNATIONAL, INC. (NASDAQ:WHLM)

Wilhelmina International, Inc. is engaged in fashion model management. The Company provides fashion model and talent management services, specializing in the representation and management of models, entertainers, artists, athletes and other talent to various customers and clients, including retailers, designers, advertising agencies and catalog companies. The Company conducts its business through operating divisions and subsidiaries engaged in fashion model management and other complementary businesses. These business activities are focused on fashion model management, hair and make-up artist representation, celebrity management, licensing and branding associations (including contests, consumer products, events and television). It is focused on providing fashion modeling and talent product-endorsement services to clients, such as advertising agencies, branded consumer goods companies, fashion designers, magazines, retailers, department stores, product catalogs and Internet sites.