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

~~November~~December 96, 2023

Date of Report (Date of earliest event reported)

FG GROUP HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada	1-13906	47-0587703
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File No.)	Identification Number)

5960 Fairview Road, Suite 275
Charlotte, North Carolina		28210
(Address of principal executive offices)		(Zip Code)

(704) 994-8279

(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 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		FGH		NYSE American

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 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

FG Group Holdings Inc., a(the ~~Nevada~~“Company”) ~~corporation~~held its 2023 Annual Meeting of Stockholders (the “~~Company~~Annual Meeting”) on December 6, ~~issued~~2023. aThere ~~press~~were ~~release~~outstanding onand ~~November~~entitled 9,to ~~2023~~vote at the Annual Meeting 19,674,852 ~~with~~shares ~~earnings~~of ~~information for~~common ~~the~~stock. ~~Company’s~~There ~~fiscal~~were ~~quarter~~present, ~~ended~~in person ~~September~~or 30by proxy, ~~2023.~~12,647,856 ~~The~~shares ~~press~~representing ~~release~~approximately is64.2% ~~furnished~~of ~~with~~the ~~this~~common ~~Current~~stock ~~Report~~outstanding onand ~~Form~~entitled ~~8-K~~to vote. The matters ~~(this~~set ~~“Current~~forth ~~Report”)~~below aswere ~~Exhibit~~voted ~~99.1.~~upon, with the results as indicated:

~~Item~~Proposal 7No.01 ~~Regulation~~1 FD– ~~Disclosure~~Election of Directors:

The ~~information~~Inspector ~~set~~of ~~forth~~Elections ~~under~~certified ~~Item~~the ~~2.02~~following ofvote ~~this~~tabulations ~~Current~~for ~~Report~~the isseven ~~incorporated~~nominees ~~herein~~for byelection ~~reference.~~to Inthe ~~addition,~~Board onof ~~November 10~~Directors, ~~2023, management~~all of whom ~~the~~were ~~Company~~elected ~~plans~~ to ~~discuss~~serve ~~the~~as ~~Company’s~~directors ~~financial~~of ~~results for~~ the ~~quarter~~Company ~~ended~~until ~~September 30, 2023, and~~ the Company’s ~~business~~ ~~plan,~~2024 ~~strategy~~annual ~~and~~meeting ~~outlook~~of ~~on an earnings conference call with analysts and investors. The supplemental slides to be referenced during the conference call are furnished with this Current Report as Exhibit 99.2.~~stockholders:

The information contained in Items 2.02 and 7.01 to this Current Report, including in Exhibits 99.1 and 99.2, is being “furnished” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

	For		Withheld		Broker Non-Votes
D. Kyle Cerminara		8,938,250		235,372		3,474,234
William J. Gerber		6,943,696		2,229,926		3,474,234
Charles T. Lanktree		8,896,280		277,342		3,474,234
Michael C. Mitchell		9,004,597		169,025		3,474,234
Robert J. Roschman		6,969,876		2,203,746		3,474,234
Ndamukong Suh		8,929,411		244,211		3,474,234
Larry G. Swets, Jr.		7,459,028		1,714,594		3,474,234

~~Forward~~Proposal ~~Looking~~No. ~~Statements~~2 – Advisory Approval of Executive Compensation:

InThe ~~addition~~Inspector ~~to the historical information in this Current Report and in the exhibits furnished with this Current Report, it includes forward-looking statements which involve a number~~ of ~~risks~~Elections ~~and~~certified ~~uncertainties, including but not limited to those discussed in~~ the ~~“Risk Factors” section contained in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 16, 2023, and the~~ following ~~risks~~advisory ~~and~~vote ~~uncertainties:~~tabulations ~~the Company’s ability to maintain and expand its revenue streams to compensate~~ for the lower demand for the Company’s digital cinema products and installation services; potential interruptions of supplier relationships or higher prices charged by suppliers; the Company’s ability to successfully compete and introduce enhancements and new features that achieve market acceptance and that keep pace with technological developments; the Company’s ability to successfully execute its capital allocation strategy or achieve the returns it expects from these holdings; the Company’s ability to maintain its brand and reputation and retain or replace its significant customers; challenges associated with the Company’s long sales cycles; the impact of a challenging global economic environment or a downturn in the markets; the effects of economic, public health, and political conditions that impact business and consumer confidence and spending, including rising interest rates, periods of heightened inflation and market instability, the outbreak of any highly infectious or contagious diseases, such as COVID-19 and its variants or other health epidemics or pandemics, and armed conflicts, such as the ongoing military conflicts in Ukraine and Gaza and related sanctions; economic and political risks of selling products in foreign countries (including tariffs); risks of non-~~compliance~~binding ~~with~~approval ~~U.S. and foreign laws and regulations, potential sales tax collections and claims for uncollected amounts; cybersecurity risks and risks~~ of ~~damage and interruptions of information technology systems;~~ the ~~Company’s~~compensation ~~ability to retain key members~~ of ~~management and successfully integrate new executives;~~ the Company’s ~~ability to complete acquisitions, strategic investments, entry into new lines of business, divestitures, mergers~~ orNamed ~~other~~Executive ~~transactions on acceptable terms~~Officers, or at all; the impact of economic, public health and political conditions on the companies in which the Company holds equity stakes; the Company’s ability to utilize or assert its intellectual property rights, the impact of natural disasters and other catastrophic events, whether natural, man-made, or otherwise (such as ~~the~~described ~~outbreak of any highly infectious or contagious diseases, or armed conflict); the adequacy of the Company’s insurance; the impact of having a controlling stockholder and vulnerability to fluctuation~~ in the ~~Company’s~~Proxy ~~stock~~Statement ~~price.~~related Given the risks and uncertainties, readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results which may not occur as anticipated. Many of the risks listed above have been, and may further be, exacerbated by the impact of economic, public health and political conditions that impact consumer confidence and spending, particularly in the cinema, entertainment, and other industries in which the Company and the companies in which the Company holds an equity stake operate, and the worsening economic environment. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the ~~risks and~~Annual uncertainties described herein, as well as others not now anticipated. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except where required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.Meeting:

Item 9.01. Financial Statements and Exhibits.

For			Against				Abstain				Broker Non-Votes
8,925,119				222,195				26,308				3,474,234

~~(d) Exhibits~~Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm:

Exhibit No.		Description
99.1		Press Release, dated November 9, 2023, issued by the Company
99.2		Supplemental Slides to be Referenced During the Third Quarter Conference Call of FG Group Holdings Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Inspector of Elections certified the following vote tabulations for the proposal to ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:

For			Against				Abstain
12,360,113				184,929				102,814

Proposal No. 4 – Advisory Vote on the Frequency of the Vote on Executive Compensation:

The Inspector of Elections certified the following vote tabulations for the proposal to recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers:

1 Year			2 Years				3 Years				Abstain				Broker Non-Votes
8,470,253				666				688,207				14,496				3,474,234

In light of the outcome of the stockholder vote on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers and its previous recommendation, the Company’s Board of Directors has determined to continue to hold the advisory vote on the compensation of the Company’s Named Executive Officers every year until the next required vote on the frequency of such votes. Accordingly, the next stockholder advisory vote on executive compensation is expected to be held at the Company’s 2024 annual meeting of stockholders. The next advisory vote on the frequency of future advisory votes on executive compensation is required to occur no later than the Company’s 2029 annual meeting of stockholders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FG GROUP HOLDINGS INC.
Date: November 9, 2023	By:	/s/ Todd R. Major
Date: December 6, 2023	By:	/s/ Todd R. Major
		Todd R. Major
		Chief Financial Officer

Filing Compare · FG Group Holdings Inc.