8-K 1 p10221908k.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 22, 2019

 

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)

 

Delaware
(State or Other Jurisdiction of Incorporation)

 

000-50587 13-4005439
(Commission File Number) (IRS Employer Identification No.)

 

118 North Bedford Road, Suite 100, Mt. Kisco, NY 10549
(Address of Principal Executive Offices) (Zip Code)

 

(914) 242-5700
(Registrant’s Telephone Number, Including Area Code)

 

 
(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instruction A.2. below):

 

¨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 40.13e-4(c))

 

Securities registered pursuant to 12(g) of the Act:

Title of each class   Trading Symbol(s)   Name on exchange which registered
Common Stock   WISH   OTC Pink

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

 

The Company’s annual meeting of stockholders was held on October 22, 2019. The stockholders elected three directors to the Board of Directors, approved, on an advisory basis, a resolution approving the Company’s named executive officer compensation, and ratified the appointment of EisnerAmper LLP as independent auditors for 2019. For the annual meeting there were 19,744,321 shares outstanding and eligible to vote of which 17,547,140 were present at the meeting in person or by proxy. The tabulation for each matter voted upon at the meeting was as follows:

 

 

Election of Directors:            
   For   Withheld   Broker Non-Votes 
Harvey P. Eisen   12,458,291    2,137,933    2,950,916 
Dort A. Cameron III   12,917,398    1,678,826    2,950,916 
Lawrence G. Schafran   12,921,655    1,674,569    2,950,916 

 

 

Advisory vote on executive compensation: 
For   12,038,808 
Against   824,786 
Abstain   1,732,630 
Broker Non-Votes   2,950,916 

 

 

Proposal to ratify the appointment of EisnerAmper LLP as independent auditors for 2019:

For   12,884,152 
Against   344,138 
Abstain   1,268 

  

   
  

  

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.

 

  Wright Investors’ Service Holdings, Inc.
     
     
Date:  October 23, 2019 By:   /s/ Harold D. Kahn
    Name: Harold D. Kahn
    Title:   Acting  Chief Financial Officer