Current Report Filing (8-k)
January 19 2021 - 02:14PM
Edgar (US Regulatory)
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): January 18, 2021
FG
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36366
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46-1119100
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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970
Lake Carillon Drive, Suite 318, St. Petersburg, FL 33716
(Address
of principal executive offices, including Zip Code)
(727)
304-5666
(Registrant’s
telephone number, including area code)
1347
Property Insurance Holdings, Inc.
(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
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value per share
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FGF
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The
Nasdaq Stock Market LLC
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8.00%
Cumulative Preferred Stock, Series A, $25.00 par value per share
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FGFPP
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The
Nasdaq Stock Market LLC
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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
January 18, 2021, FG Financial Group, Inc. (the “Company”) and the Company’s Chief Executive Officer, Larry
Swets, Jr., entered into an Equity Award Letter Agreement (the “Letter Agreement”), pursuant to which the Company
clarified its intention to grant 500,000 of shares to Mr. Swets, as contemplated by the executive’s Employment Agreement
with the Company dated November 10, 2020, as described in an 8-K filed with the Securities and Exchange Commission on November
16, 2020.
Under
the Letter Agreement, the Company agreed: (i) to grant Mr. Swets 130,000 stock options under the 2018 Equity Incentive Plan; and
(ii) that it intends to grant an additional 370,000 stock options, restricted shares or restricted stock units pursuant to a future
award (the “Future Award”), subject to the approval of an amended and/or new equity plan, among other conditions.
Specifically, under the Letter Agreement, no such Future Award may be granted until there is a determination by the Compensation
Committee of the specific vesting and other terms of the award, and an amended and/or new equity plan, in a form to be prepared
and reviewed by the Board of Directors of the Company (the “Board”), has been approved by the Board and stockholders
of the Company that authorizes a sufficient number of shares of common stock to make such Future Award.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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.
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FG
FINANCIAL GROUP, INC.
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Date:
January 19, 2021
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By:
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/s/
John S. Hill
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Name:
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John
S. Hill
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Title:
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Executive
Vice President, Secretary and Chief Financial Officer
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