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2021-01-14
2021-01-14
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 14, 2021
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., “Esentai Tower” BC, Floor 7, Almaty,
Kazakhstan 050040
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(Address
of principal executive offices) (Zip Code)
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+7 727
311 10 64
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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):
☐ 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 under 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
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FRHC
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The Nasdaq Capital Market
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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
Arrangements of Certain Officers
Chief Executive Officer Compensation
On
January 14, 2021, upon the recommendation of the Compensation
Committee (the “Committee”) of the Board of Directors
(the “Board”) of Freedom Holding Corp (the
“Company”), the Board approved a salary increase for
the Company’s Chief Executive Officer, Timur Turlov, to an
annual net salary of $1,200,000, commencing from January 1, 2021.
Consistent with tax regulation in Russia and Kazakhstan, all
salary-related taxes and dues are the legal responsibility of the
employer. Mr. Turlov will receive cash compensation of at least
$600,000. The remaining $600,000 may be payable in cash or stock of
the Company at the election of the Company, which election will be
made no later than March 31, 2021, the Company’s fiscal year
end.
Non-Employee Director Compensation
Upon
the recommendation of the Committee, on January 14, 2021, the Board
also approved increasing the annual cash retainer paid to
non-employee directors as follows: (i) from January 1, 2021 to June
30, 2021, each non-employee director will receive a quarterly
payment of $15,000; (ii) commencing on July 1, 2021, the quarterly
payment will increase to $25,000. Also, effective as of January 1,
2021, the Board terminated separate retainers for committee
service, including serving as a committee chair.
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:
January 19, 2021
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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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