False000092480500009248052022-09-132022-09-13
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 13, 2022
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| FREEDOM HOLDING CORP. |
| (Exact name of registrant as specified in its charter) |
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| Nevada | | 001-33034 | | 30-0233726 |
| (State or other jurisdiction of incorporation) | | Commission File Number) | | (IRS Employer Identification No.) |
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“Esentai Tower” BC, Floor 7, 77/7 Al Farabi Ave., Almaty, Kazakhstan |
| (Address of principal executive offices) |
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050040 |
| (Zip code) |
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+7 727 311 10 64 |
| (Registrant’s telephone number, including area code) |
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| 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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| ☐ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common | | 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 5.07 Submission of Matters to a Vote of Security Holders
On September 13, 2022, Freedom Holding Corp. (the "Company") held its 2022 annual meeting of stockholders (the "2022 Annual Meeting"). As of July 21, 2022, the record date for the 2022 Annual Meeting, 59,542,212 shares of the Company's common stock were issued and outstanding and entitled to vote at the 2022 Annual Meeting. A summary of the matters voted upon the stockholders is set forth below.
1. The Company's stockholders elected each of Timur Turlov and Jason Kerr as Class III directors of the Company for a term of three years and until their successors are duly elected and qualified. The voting results were as follows:
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| Votes For | | Votes Against | | Votes Withheld | | Broker Non-Votes |
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| Timur Turlov | 42,456,384 | | 0 | | 100,002 | | 0 |
| Jason Kerr | 42,510,413 | | 0 | | 45,973 | | 0 |
No additional business or other matters came before the meeting or any adjournment thereof.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | | Description |
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| 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.
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| FREEDOM HOLDING CORP. |
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| Date: September 16, 2022 | By: | /s/ Adam Cook |
| | Adam Cook |
| | Corporate Secretary |