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): ~~May~~September 2819, 2024

FREEDOM HOLDING CORP.

(Exact name of registrant as specified in its charter)

Nevada

001-33034

30-0233726

(State or other jurisdiction of incorporation)

Commission

File Number)

(IRS Employer

Identification No.)

“Esentai Tower” BC, Floor 7, 77/7 Al Farabi Ave., Almaty, Kazakhstan

(Address of principal executive offices)

050040

(Zip code)

+7 727 311 10 64

(Registrant’s telephone number, including area code)

N/A

(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 under Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

FRHC

The Nasdaq Capital Market

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 5.0207 Submission ~~Departure~~ of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ Holders

On ~~May~~September 2819, 2024, ~~the~~Freedom ~~following~~Holding ~~changes~~Corp. ~~were~~(the ~~made~~“Company”) toheld ~~the~~its ~~Board~~2024 annual meeting of ~~Directors~~stockholders (the “~~Board~~2024 Annual Meeting”). As of ~~Freedom~~July ~~Holding~~24, ~~Corp~~2024, the record date for the 2024 Annual Meeting, 60,721,010 shares of the Company's common stock were issued and outstanding and entitled to vote at the 2024 Annual Meeting. (A summary of the “matters voted upon by the Company~~”):~~'s stockholders is set forth below.

~~•Jason~~Proposal ~~Kerr~~1 ~~resigned~~- ~~from~~Election ~~his~~of ~~position~~Directors. asThe aCompany's ~~director~~stockholders ~~with~~elected ~~immediate~~Andrew ~~effect. Concurrently~~Gamble, ~~with~~Amber ~~such~~Williams ~~resignation,~~and ~~the~~Kairat ~~Board~~Kelimbetov ~~established~~as aClass ~~new~~II ~~Chief~~directors ~~Legal~~of ~~Officer~~the ~~position~~Company inuntil the ~~executive~~2027 ~~management~~Annual Meeting of ~~the~~Stockholders, ~~Company~~ and ~~appointed~~until ~~Jason~~their ~~Kerr~~respective tosuccessors ~~such~~have ~~position~~been ~~with~~duly ~~immediate~~elected ~~effect~~and qualified. The voting results were as follows:

•The Board appointed Andrew Gamble as a director, with immediate effect, to fill the vacancy on the Board created by the resignation of Leonard Stillman on February 25, 2024. Mr. Gamble will serve as a Class II director for a term that will expire at the Company’s 2024 annual meeting of shareholders and thereafter until the appointment of his successor. Mr. Gamble has been appointed as Chair of the Risk Committee and a member of the Audit Committee and the Transactions Committee.


	FOR	WITHHELD	BROKER NON-VOTE

Andrew Gamble	42,618,684	77	1,957,028
Amber Williams	42,570,028	48,733	1,957,028
Kairat Kelimbetov	42,602,690	16,071	1,957,028

~~•The~~Proposal ~~Board~~2 ~~appointed~~- ~~Philippe~~Approval, ~~Vogeleer~~on asan aAdvisory ~~director~~Basis, ~~with~~of ~~immediate effect, to fill~~ the ~~vacancy~~Compensation onof the ~~Board~~Company’s ~~created~~Named byExecutive ~~the resignation of Jason Kerr~~Officers. ~~Mr.~~ ~~Vogeleer~~The ~~will serve as a Class III director for a term that will expire at the~~ Company’s ~~2025~~stockholders ~~annual~~voted ~~meeting~~to ofapprove, ~~shareholders~~on ~~and~~an ~~thereafter~~advisory ~~until~~basis, the ~~appointment~~compensation of ~~his successor. Mr. Vogeleer has been appointed as Chair of~~ the ~~Nominating~~Company's ~~and~~named ~~Corporate~~executive ~~Governance~~officers. ~~Committee~~The ~~and~~voting aresults ~~member~~were ofas ~~the Compensation Committee and the Transactions Committee.~~follows:

•The Board increased the number of directors to seven and appointed Kairat Kelimbetov as a director, with immediate effect, to fill the vacancy created by the increase in the number of directors. Mr. Kelimbetov will serve as a Class II director for a term that will expire at the Company’s 2024 annual meeting of shareholders and thereafter until the appointment of his successor. Mr. Kelimbetov has been appointed as a member of the Risk Committee.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE

42,599,378	18,826	557	1,957,028

~~The~~Proposal ~~Board~~3 ~~determined~~- ~~that~~Advisory ~~each~~Vote ofon ~~Mr. Gamble and Mr. Vogeleer is an independent director in accordance with~~ the ~~listing~~Frequency ~~requirements and rules~~ of ~~the~~Future ~~Nasdaq~~Advisory ~~Stock~~Votes ~~Market.~~of Named

AsExecutive aOfficer ~~result~~Compensation. ofThe ~~the~~Company's ~~changes~~stockholders ~~described~~voted ~~above,~~to ~~the Board now has a total of seven members~~approve, ~~four of whom are independent.~~on

~~None~~an ofadvisory ~~Mr. Gamble~~basis, ~~Mr.~~the ~~Vogeleer,~~frequency orwith ~~Mr.~~which ~~Kelimbetov~~stockholders ~~was appointed as a director pursuant to any arrangements or understandings between any of such individuals and any other person. There~~ are ~~currently~~provided noan ~~transactions~~advisory invote ~~which~~on ~~any~~compensation of ~~Mr.~~the ~~Gamble,~~Company’s ~~Mr.~~named ~~Vogeleer,~~executive ~~or Mr~~officers. ~~Kelimbetov~~The ~~has~~voting anresults ~~interest~~were ~~requiring~~as ~~disclosure under Item 404(a) of Regulation S-K.~~follows:

Mr. Gamble and Mr. Vogeleer will receive fees consistent with those fees received by the existing non-employee directors for service as a director of the Company. Mr. Kelimbetov will continue to receive his current executive compensation and will not receive additional compensation for his services as a director.


1 YEAR	2 YEARS	3 YEARS	ABSTAIN	BROKER NON-VOTE

42,611,768	6,066	527	400	1,957,028

Based on the results of the advisory vote, the Company will hold a non-binding,

advisory vote on the compensation of its named executive officers annually.

AProposal ~~copy~~4 - Ratification of the Appointment of the Company's ~~press~~Independent ~~release~~Registered ~~announcing~~Public ~~the~~Accounting ~~foregoing~~Firm. ~~changes~~The Company's stockholders voted to ratify the ~~Board~~appointment isof ~~attached~~Deloitte ~~hereto~~LLP asin ~~Exhibit~~Kazakhstan, ~~99.1~~a ~~and~~member ~~the~~of ~~information~~Deloitte ~~contained~~Touche ~~therein~~Tohmatsu isLimited, ~~incorporated~~a ~~herein~~UK private company limited by ~~reference~~guarantee, as the Company's independent registered public accounting firm for the 2025 fiscal year. The voting results were as follows:

Item 9.01 Financial Statements and Exhibits


FOR	AGAINST	ABSTAIN

44,568,387	7,256	146

~~(d) Exhibits~~SIGNATURE

Exhibit No.						Description
99.1						Press Release dated June 3, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	FREEDOM HOLDING CORP.
Date: June 3, 2024	By:	/s/ Evgeniy Ler
Date: September 23, 2024	By:	/s/ Adam Cook
		Evgeniy Ler
		Adam Cook
		Chief Financial Officer
		Corporate Secretary

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