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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 15, 2026, holders representing a majority (the "Majority Consenting Stockholders") of the issued and outstanding shares of common stock, $0.02 par value per share ("Common Stock"), of HG Holdings, Inc. (the "Company") as of June 5, 2026 (the "Record Date") approved certain actions by written consent (the "Written Consent"). As of the Record Date, there were 5,046,795 shares of Common Stock issued and outstanding and the Majority Consenting Stockholders held 3,804,935 shares of Common Stock, or 75.39% of the issued and outstanding shares of Common Stock. Pursuant to the Written Consent, the Majority Consenting Stockholders:
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1.
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Elected one director, Jeffrey S. Gilliam, to serve until the Company's 2029 annual meeting of stockholders (or such other time that the Company's stockholders act by written consent to elect directors in lieu of a 2029 annual meeting); and
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2.
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Approved, on an advisory, non-binding basis, the compensation paid to the Company's named executive officers for the year ended December 31, 2025.
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The Company filed a definitive Information Statement on Schedule 14C on June 17, 2026 (the "Information Statement") with the U.S. Securities and Exchange Commission with respect to the matters described above and approved by the Majority Consenting Stockholders. Under Rule 14c-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the matters set forth above may not take effect until the 20th calendar day after the Information Statement is mailed to stockholders of the Company. The Company completed such mailing of the Information Statement on June 17, 2026; therefore, in accordance with Rule 14c-2 under the Exchange Act, the matters set forth above shall become effective on July 7, 2026.