DEF 14A: B. Riley Financial Sets Date for 2024 Annual Stockholders Meeting

B. Riley Financial will hold its 2024 Annual Meeting of Stockholders virtually on June 21, 2024, to elect directors and ratify the selection of its independent accounting firm.

Summary

• B. Riley Financial, Inc. is holding its Annual Meeting of Stockholders on June 21, 2024, at 8:00 a.m. Pacific Time, via live webcast.
• Stockholders as of the record date, May 2, 2024, are entitled to vote on the election of nine directors and the ratification of Marcum LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The board of directors recommends voting for the election of all director nominees and for the ratification of Marcum LLP.
• The company had 30,142,863 shares of common stock outstanding and entitled to vote as of May 2, 2024.
• To participate in the virtual meeting, stockholders must register by 8:59 p.m. Pacific Time on June 19, 2024.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. However, the positive outlook for the company's growth in the smalland mid-cap markets contributes to a slightly positive sentiment.

Positives

• The Board of Directors has adopted corporate governance guidelines to assist it in the exercise of its responsibilities and to serve the interests of the Company and our stockholders.
• The company recognizes the increasing importance of environmental, social and governance initiatives with respect to all stakeholders.
• The Compensation Committee believes that a significant portion of our named executive officer compensation should be in the form of equity -based awards as a retention tool, and to align further the long -term interests of our named executive officers with those of our other stockholders.

Risks

• The document mentions that Bryant R. Riley pledged 4,389,553 shares as collateral in favor of Axos Bank, which could pose a risk if the terms of the credit agreement are not met.
• The company is party to an investment advisory services agreement with Whitehawk Capital Partners, L.P., a limited partnership controlled by John Ahn, who is the brother of Phil Ahn, the Companys Chief Financial Officer, and Chief Operating Officer, which could pose a conflict of interest.

Future Outlook

With a steadily improving investment environment for smalland mid-cap companies, we believe B. Riley is well positioned to grow our leadership position in this underserved market by providing our clients with trusted financial services and capital solutions.

Management Comments

• Bryant R. Riley, Chairman and Co -Chief Executive Officer: 'For the past 27 years, we have focused on meeting the strategic and financial needs of our clients and partners in the smalland mid-cap markets.'
• Bryant R. Riley, Chairman and Co -Chief Executive Officer: 'With a steadily improving investment environment for smalland mid-cap companies, we believe B. Riley is well positioned to grow our leadership position in this underserved market by providing our clients with trusted financial services and capital solutions.'

Industry Context

The document highlights B. Riley's focus on the smalland mid-cap markets, which aligns with a broader trend of financial services firms targeting underserved segments for growth. The company's emphasis on providing trusted financial services and capital solutions reflects a competitive strategy in a market where trust and expertise are highly valued.

Comparison to Industry Standards

• The peer group identified by Mercer LLC includes companies such as BGC Group, Inc., Canaccord Genuity Inc., Cowen Inc., Greenhill & Co. Inc., Houlihan Lokey Inc., Lazard Ltd., Moelis & Company, Oppenheimer Holdings Inc., Perella Weinberg Partners, Piper Sandler Cos and PJT Partners Inc.
• These companies are primarily investment banks and asset managers with revenues and market capitalizations comparable to B. Riley's.
• The Compensation Committee considered the level of compensation paid by these firms as a reference point, but did not target compensation at a particular level relative to the peer group.

Related Party Transactions

• The Company is party to an investment advisory services agreement with Whitehawk Capital Partners, L.P. (Whitehawk), a limited partnership controlled by John Ahn, who is the brother of Phil Ahn, the Companys Chief Financial Officer, and Chief Operating Officer.
• Charlie Riley is the son of Bryant Riley, the Companys Chairman and Co -Chief Executive Officer, and is employed by the Companys subsidiary, B. Riley Principal Investments, LLC as an associate.
• The Company had loans receivable due from The Arena Group Holdings, Inc. (fka the Maven, Inc.) (Arena) included in loans receivable, at fair value of $98,729,000 as of December 31, 2022 (the Arena Loan).
• In September 2023, Q -Mation , Inc. (Q -Mation ) engaged B. Riley Securities, Inc. to act as exclusive financial advisor in connection with a possible sale or recapitalization transaction. Mr. DAgostino serves as president of Q -Mation , Inc.

Stakeholder Impact

• Shareholders are asked to vote on key decisions regarding the company's direction and governance.
• Employees are affected by the company's compensation policies and benefit plans.
• The company's performance and strategic decisions impact clients and partners in the smalland mid-cap markets.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• Stockholders who wish to attend the virtual annual meeting must register by June 19, 2024.
• The Board of Directors will consider the outcome of the stockholder votes when making future decisions.

Key Dates

Keywords

stockholders, directors, proxy, meeting, Riley, financial, compensation, governance, Marcum, voting