SWK Holdings Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$SWKH
Diversified Financial Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 16, 2025
(Exact Name of the Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
F11. | |||||
| (Commission File Number) | (IRS Employer Identification No.) | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
(972 ) 687-7250
(Registrant’s Telephone Number, Including Area Code)
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:
| 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 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
$0.001 per share | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of SWK Holdings Corporation (the “Company”), the Company’s stockholders approved the amendment (the “Plan Amendment”) to the Company’s 2010 Equity Incentive Plan (the “Plan”) to extend the date of termination of the Plan to June 13, 2030. The Plan Amendment previously had been approved, subject to stockholder approval, by the Board of Directors of the Company. The Plan Amendment became effective immediately upon stockholder approval at the Annual Meeting.
A description of the material terms of the Plan Amendment is contained in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”). The foregoing description of the Plan Amendment and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan Amendment, which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2025, the Company held its Annual Meeting virtually. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Proxy Statement.
Proposal 1 – Election of Directors. Each of Jerry Albright, Laurie L. Dotter and Robert K. Hatcher were elected to the Board of Directors, by a plurality of votes, to serve until the Company’s 2026 Annual Meeting of Stockholders and until their respective successors have been elected and qualified, or their earlier resignation, death or removal, with the voting results being as follows:
| Nominee | For | Withhold Authority | Broker Non-Votes | ||||||||
| Jerry Albright | 10,463,066 | 433,245 | 385,315 | ||||||||
| Laurie L. Dotter | 10,474,781 | 421,530 | 385,315 | ||||||||
| Robert K. Hatcher | 10,488,381 | 407,930 | 385,315 | ||||||||
Proposal 2 – Ratification of Independent Registered Public Accountants. The appointment of BPM LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year was ratified, as follows:
| For | Against | Abstain | ||||||
| 11,226,987 | 54,500 | 139 | ||||||
Proposal 3 – Approval, on an advisory basis, of the compensation paid to certain executive officers. The stockholders approved, on an advisory basis, the compensation paid to certain executive officers, as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 10,385,696 | 420,203 | 90,412 | 385,315 | |||||||||||||||||
Proposal 4 – Approval of an amendment to the Company’s 2010 Equity Incentive Plan, as amended. The stockholders approved an amendment to the Company’s 2010 Equity Incentive Plan as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 9,696,192 | 1,163,714 | 36,405 | 385,315 | |||||||||||||||||
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 thereunto duly authorized.
| SWK HOLDINGS CORPORATION | |||||
| By: | /s/ Joe D. Staggs | ||||
| Joe D. Staggs | |||||
| President and Chief Executive Officer | |||||
Date: June 16, 2025