UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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~~July 262, 2025

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Live Ventures Incorporated

(Exact name of Registrant as Specified in Its Charter)

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Nevada	001-33937	85-0206668
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada		89119
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 997-5968

(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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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, $0.001 par value per share

LIVE

The 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 o

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. o

Item 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 2627, 2025, Live Ventures Incorporated (the “Company”) ~~held~~was ~~its~~saddened ~~Annual~~to ~~Meeting~~learn of ~~Stockholders (~~the ~~“Annual~~passing ~~Meeting”)~~of toRichard ~~vote~~D. onButler, ~~the~~Jr., ~~matters~~a ~~disclosed~~member inof the Company’s ~~definitive~~Board ~~Proxy~~of ~~Statement~~Directors ~~on Schedule 14A filed with~~ (the ~~Securities and Exchange Commission on May 21, 2025~~“Board”). ~~The final voting results for the matters submitted to a vote of stockholders were as follows:~~

~~Proposal No~~Mr. 1Butler –served ~~Election~~on the Board for approximately 19 years, since 2006, and was a valued member of ~~Directors~~each of its standing committees. The Board and management extend their deepest condolences to his family and friends. The Company is grateful for his dedicated service and leadership.

AtOn ~~the~~July ~~Annual~~2, ~~Meeting~~2025, the ~~Company’s~~Board ~~stockholders~~ elected ~~the~~Mr. ~~persons~~Greg ~~listed~~LeClaire, ~~below~~effective asimmediately, ~~directors~~to ~~for~~serve as a ~~term~~director ~~expiring~~until on the ~~date~~next ofannual ~~the~~meeting ~~Annual~~of ~~Meeting~~stockholders ~~in 2026~~ or until ~~their~~his ~~respective~~successor ~~successors~~has ~~are~~been duly elected and qualified:. The Board also appointed Mr. LeClaire to serve on each of the Company’s standing committees, effective immediately.

Nominee Name	Votes For	Votes Withheld	Broker Non-Votes
Jon Isaac	2,392,423	4,507	272,503
Tony Isaac	2,387,060	9,870	272,503
Richard D. Butler, Jr.	2,336,264	60,666	272,503
Dennis (De) Gao	2,370,526	26,404	272,503
Tyler Sickmeyer	2,370,601	26,329	272,503

The Board has determined that Mr. LeClaire is an independent director under the NASDAQ listing rule 5605(a)(2) and meets the heightened independence standards for audit committee members under NASDAQ listing rule 5605(c)(2) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. The Board has also determined that Mr. LeClaire qualifies as an “audit committee financial expert” as that term is defined by the applicable Securities and Exchange Commission regulations and that Mr. LeClaire is “financially literate” as that term is defined in the NASDAQ listing standards.

~~Proposal~~Consistent ~~No.~~with 2other –non-employee ~~Ratification~~members of ~~Independent~~the ~~Accounting~~Board, ~~Firm~~Mr. LeClaire will be eligible to receive cash compensation for his service on the Board as described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on May 21, 2025.

AtMr. LeClaire has served as an advisor to the ~~Annual~~Board ~~Meeting,~~and Audit Committee since November 2020. He also served as a director of the Company’s ~~stockholders~~from ~~ratified~~May 2008 through January 2014 during which time he also served as Chair of the ~~selection~~Audit Committee and a member of ~~Frazier~~the &Compensation ~~Deeter~~Committee. Since November 2019, ~~LLC~~Mr. LeClaire has served as Chief Financial Officer of Muso, Inc., a global healthcare nonprofit company. From December 2020 to June 2025, he was a member of the ~~Company’s~~board ~~independent~~of ~~registered~~directors ~~accounting~~and ~~firm~~served ~~for~~on the ~~fiscal~~finance ~~year~~committee ~~ending~~of ~~September~~By 30the Bay Health, ~~2025~~Inc. Prior to that, Mr. LeClaire served as Chief Financial Officer of other NASDAQ-listed and private companies. Mr. LeClaire has significant experience in the areas of finance and accounting, SEC reporting, Sarbanes-Oxley compliance and budgeting and financial management. He holds a M.S. in Management from Stanford University’s Graduate School of Business and a B.S in Accounting from the University of Utah.

Votes For			Votes Against			Abstentions
2,649,782			19,634			17

There are no family relationships between Mr. LeClaire and any of the officers or directors of the Company. Mr. LeClaire has not engaged in any related party transactions.

Proposal No. 3 – Advisory vote on executive Compensation

At the Annual Meeting, the Company’s stockholders approved by non-binding advisory vote the executive compensation of certain executive officers.

Votes For			Votes Against			Abstentions			Broker Non-Votes
2,320,358			27,083			49,489			272,503

Proposal No. 4 – Advisory vote on frequency of future votes on executive compensation

At the Annual Meeting, the Company’s stockholders approved by non-binding advisory vote a frequency of votes on executive compensation of every three years.

One Year			Two Years			Three Years			Abstentions
168,575			323			2,198,100			29,932

SIGNATURES

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

	LIVE VENTURES INCORPORATED
	By:	/s/ Jon Isaac
		Name: Jon Isaac
		Title: Chief Executive Officer
Dated: June 27, 2025
Dated: July 3, 2025

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