Heritage Global Inc.

8-K · hgbl-20260603.htm

8-K
 1
 hgbl-20260603.htm
 8-K

  

 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 3, 2026

 HERITAGE GLOBAL INC.
 (Exact name of registrant as specified in its charter)

 Florida

 001-39471

 59-2291344

 (State or other jurisdiction
 of incorporation)

 (Commission
 File Number)

 (IRS Employer
 Identification No.)

 6130 Nancy Ridge Drive, San Diego, California

 92121

 (Address of principal executive offices)

 (Zip Code)

 Registrant’s telephone number, including area code: (858) 847-0656
 Not Applicable
 (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 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

 Common Stock, $0.01 Par Value

 HGBL

 Nasdaq Stock Market LLC

  

  

  

 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 5.07. Submission of Matters to a Vote of Security Holders.
 On June 3, 2026, Heritage Global Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). As of April 6, 2026, the record date for the Annual Meeting, a total of 34,734,754 shares of the Company’s common stock and 563 shares of Series N Preferred Stock were outstanding and entitled to vote on all matters presented to the Company’s shareholders at the Annual Meeting. At the Annual Meeting, the Company’s shareholders considered the following proposals:
 1. To elect Michael Hexner and William Burnham as Class II directors; and

 2. To ratify the appointment of UHY LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026.

 Michael Hexner and William Burnham were elected to serve as Class II directors. The results of the election were as follows:

  

 For

 Withheld

 Broker Non-
 Votes

 Michael Hexner

 12,393,622

  

  

 331,369

  

 10,793,957

  

 William Burnham

 12,591,056

  

 133,935

  

 10,793,957

  

 UHY LLP was ratified as the Company’s independent auditor for the fiscal year ending December 31, 2026. The results of the vote were as follows:

 For

 Against

 Abstentions

 Broker Non-Votes

 23,370,993

 145,179

 2,776

 0

  

  

  

 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.
  

  

 HERITAGE GLOBAL INC.

  

  

  

  

 Date: June 4, 2026

 By:

  /s/ Ross Dove

  

  

 Ross Dove

  

  

 Chief Executive Officer