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): September 20, 2018
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FREEDOM HOLDING CORP.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-33034
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30-0233726
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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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77/7 Al
Farabi Ave., “Essentai Tower” BC, Floor 3, Almaty,
Kazakhstan
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(Address
of principal executive offices)
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050040
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(Zip
code)
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(801)
355-2227
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report.)
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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):
□
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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 240.13e-4(c))
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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, indicated 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 Arrangments of
Certain Officers
On
September 20, 2018, Freedom Holding Corp. (the
“Company”) held its 2018 annual meeting of stockholders
(the “2018 Annual Meeting”). At the 2018 Annual
Meeting, the Company’s stockholders approved the adoption of
the Freedom Holding Corp. 2019 Equity Incentive Plan (the
“2019 Plan”) reserving a total of 3,740,000 shares of
the Company’s common stock for issuance to provide meaningful
long-term incentive awards to Company employees, consultants and
directors. The 3,740,000 shares reserved under the 2019 Plan
include (i) 3,000,000 newly reserved shares, plus (ii) 740,000
shares previously reserved under the Company’s 2018 Equity
Incentive Plan that remained available for issuance as of the date
of the 2018 Annual Meeting, that will no longer be issuable under
the 2018 Plan. The 2019 Plan previously had been approved, subject
to stockholder approval, by the Company’s board of
directors.
A
summary of the 2019 Plan is set forth in the Company’s
Definitive Proxy Statement on Shedule 14A for the 2018 Annual
Meeting filed with the Securities and Exchange Commission on July
26, 2018 (the “Proxy Statement”) under the capion
“Proposal Two – Approval of the Freedom Holding Corp.
2019 Equity Incentive Plan”, which summary is incorporated
herein by this reference. That detailed summary and the foregoing
description of the 2019 Plan are qualified in their entirety by
reference to the full text of the 2019 Plan which is filed as
Exhibit 10.01 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders
As
referenced above, on September 20, 2018, the Company held its 2018
Annual Meeting. As of July 23, 2018, the record date for the 2018
Annual Meeting, 58,033,212 shares of the Company’s common
stock were issued and outstanding. A summary of the matters voted
upon by the stockholders is set forth below.
1.
The
Company’s stockholder elected each of Timur Turlov and Jasson
Kerr as Class III directors of the Company to a term of one year,
each of Arkady Rakhilkin and Askar Tashtitov as Class II directors
to a term of two years, and Leonard Stillman as a Class I director
to a term of three years. The voting results were as
follows:
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For
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Against
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Abstain
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Broker Non-Votes
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Timur Turlov
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44,877,130
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49,605
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0
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807,424
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Jason Kerr
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44,817,087
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48,738
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60,910
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807,424
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Arkady Rakhilkin
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44,812,170
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53,655
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60,910
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807,424
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Askar Tashtitov
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44,811,722
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54,103
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60,910
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807,424
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Leonard Stillman
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44,816,679
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49,146
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60,910
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807,424
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2.
The
Company’s stockholders approved the 2019 Plan. The voting
result were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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44,877,137
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49,584
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14
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807,424
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3.
The
Company’s stockholders approved, on an advisory basis, the
compensation of the Company’s named executive officers as
disclosed in the Proxy Statement. The voting results were as
follows:
For
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Against
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Abstain
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Broker Non-Votes
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44,876,186
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49,218
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1,331
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807,424
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4.
The
Company’s stockholders voted for an advisory vote on named
executive officer compensation to be held every three years. The
voting results were as follows:
1 Year
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2 Years
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3 Years
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Abstain
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148,836
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62,577
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44,712,476
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2,846
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5.
The
Company’s stockholders ratified the appointment of WSRP, LLC
as the Company’s independent registered public accounting
form for the fiscal year ending March 31, 2019. The voting results
were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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45,709,037
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25,122
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0
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0
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Item
9.01
Financial Statements and Exhibits
Exhibit No.
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Exhibit Name
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Freedom
Holding Corp 2019 Equity Incentive Plan
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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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FREEDOM HOLDING CORP.
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Date: September 21,
2018
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By:
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/s/ Evgeniy
Ler
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Evgeniy
Ler
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Chief Financial
Officer
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