DEF: Horizon Kinetics Holding Corporation Announces 2025 Annual Meeting of Stockholders

Horizon Kinetics Holding Corporation will hold its 2025 Annual Meeting of Stockholders on June 17, 2025, to vote on the election of directors, ratification of the accounting firm, and executive compensation.

Summary

• Horizon Kinetics Holding Corporation (HKHC) will hold its 2025 Annual Meeting of Stockholders on June 17, 2025.
• The meeting will be held both virtually and in person at the offices of Vinson & Elkins L.L.P. in New York.
• Stockholders will vote on four proposals: the election of seven directors, the ratification of the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm for the year ending December 31, 2025, an advisory vote on the compensation of HKHC's named executive officers, and an advisory vote on the frequency of future say-on-pay votes.
• The Board of Directors recommends voting 'FOR' all director nominees, 'FOR' the ratification of the accounting firm, 'FOR' the approval of executive compensation, and for a frequency of 'EVERY YEAR' for future say-on-pay votes.
• Stockholders of record as of May 1, 2025, are entitled to vote.
• As of April 21, 2025, there were 18,635,321 shares of common stock outstanding and entitled to vote.
• The proxy materials are available online at www.hkholdingco.com.
• The Board of Directors held 2 meetings during 2024.
• The Compensation Committee approved the Company's executive compensation program on November 5, 2024.
• The Company's total revenues grew 18% in 2024 as a result of increasing assets under management ('AUM') at our mutual funds and separately managed accounts due to their favorable 2024 performance.
• AUM for the year ended December 31, 2024 increased by approximately $3.3 billion, or 51%, to $9.8 billion.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with some positive financial highlights. The sentiment is neutral to slightly positive.

Positives

• The Company's total revenues grew 18% in 2024.
• AUM for the year ended December 31, 2024 increased by approximately $3.3 billion, or 51%, to $9.8 billion.
• The Company earned incentive fees of $51.7 million from the Company's proprietary funds.
• The Company launched several new funds and strategies.
• The Board of Directors has determined that all members of the Audit, Compensation, and Nominating & Corporate Governance Committees are 'independent directors' under applicable independence standards.

Negatives

• The company dismissed Weinberg & Company as the Company's independent registered public accounting firm on August 13, 2024.
• A material weakness in internal control over financial reporting related to Scott's finance department lacking a sufficient number of trained professionals with technical accounting expertise to process and account for complex, non-routine transactions in accordance with GAAP, which continued to exist at June 30, 2024.
• A material weakness in internal control over financial reporting first identified on June 30, 2022 related to the operating effectiveness of the review of the impairment assessment of goodwill prepared by a third-party firm.

Risks

• The document mentions risks related to compensation policies and practices, including factors that may influence excessive risk-taking.
• The Audit Committee is responsible for oversight of risks relating to accounting matters, financial reporting, cybersecurity, and legal and regulatory compliance.
• The Compensation Committee is responsible for overseeing risks relating to employment policies and our compensation and benefits programs.
• The Nominating & Corporate Governance Committee is responsible for overseeing risks relating to overall corporate governance.

Future Outlook

The company will reassess paying its executive officers in the form of stock awards, options, or any other form of equity-based compensation at appropriate times in the future.

Management Comments

• Murray Stahl, Chairman of the Board, Chief Executive Officer and Chief Investment Officer: 'We invite all stockholders to attend the meeting. Whether or not you expect to attend the Annual Meeting, we urge you to complete, sign, date and promptly return the accompanying proxy card in the enclosed postage-paid envelope or vote by Internet by following the instructions in the Notice of Annual Meeting to ensure your representation at the meeting.'

Industry Context

The document provides insight into the corporate governance and executive compensation practices of an asset management company, which is relevant to understanding industry standards and trends in financial services.

Comparison to Industry Standards

• The Compensation Committee considered market compensation data from a group of similarly situated publicly traded asset managers that the Compensation Committee felt constituted a proper peer group.
• The document does not provide specific details on the peer group used for comparison.
• The document does not provide specific details on the global benchmarks used for comparison.

Management Changes

Related Party Transactions

• Certain co-founders of Horizon Kinetics are also shareholders of FRMO Corporation (FRMO).
• FRMO has a right to a 4.2% share of the Company's gross revenue and a 4.4% ownership interest in the Company.
• The Company has waived, or provides discounted management and advisory fees, for assets under management in proprietary funds or separately managed accounts for shareholders' and their direct families, FRMO, Horizon Common Inc., Kinetics Holding Corporation and employees of the Company.
• The Company owns an equity interest and has advanced funds in exchange for notes receivable to HM Tech, a service provider for digital asset mining operations.
• The Company has also recently agreed to guarantee a $0.3 million Promissory Note receivable from HM Tech LLC issued to Consensus Mining & Seigniorage Corporation ('CMSC') in the event of default.
• The Company has a services agreement with CMSC under which it performs various cryptocurrency mining operations on behalf of CMSC, and in addition, certain officers and employees of the Company also serve in a similar role for CMSC.
• The Company has a similar services agreement with Winland Holdings Corporation (OTC: WELX) and certain officers and employees of the Company also serve a similar role for WELX.
• As of December 31, 2024, the Company owned 196,117 shares of FRMO common stock as well as 36,969 shares of CMSC.

Stakeholder Impact

• The proposals being voted on will impact shareholders through the election of directors and decisions regarding executive compensation.
• The performance of the company, as reflected in the financial results, impacts shareholders, employees, and clients.
• The company's corporate governance practices impact the confidence of stakeholders in the company's management and operations.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Stockholders on June 17, 2025.
• The Board and Compensation Committee will consider the results of the advisory votes on executive compensation and the frequency of future votes.

Key Dates

Keywords

stockholders, directors, compensation, audit, governance, proxy, meeting, HKHC, Horizon Kinetics