Form 8-K - Current report

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): June 14, 2024

SWK HOLDINGS CORPORATION

(Exact Name of the Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-39184	77-0435679
(Commission File Number)	(IRS Employer Identification No.)

5956 Sherry Lane, Suite 650, Dallas, TX	75225
(Address of Principal Executive Offices)	(Zip Code)

(972) 687-7250

(Registrant’s Telephone Number, Including Area Code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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, par value

$0.001 per share

SWKH

The Nasdaq Stock Market LLC

9.00% Senior Notes due 2027

SWKHL

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 ☐

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 14, 2024, SWK Holdings Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 26, 2024.

Proposal 1 – Election of Directors. Each of Jerry Albright, Laurie L. Dotter, Robert K. Hatcher and Marcus Pennington were elected to the Board of Directors, by a plurality of votes, to serve until the Company’s 2025 Annual Meeting of Stockholders and until their respective successors have been elected and qualified, or their earlier resignation, death or removal, with the voting results being as follows:

Nominee	For		Withhold Authority		Broker Non-Votes
Jerry Albright		11,522,824		300,871		293,428
Laurie L. Dotter		11,680,346		143,349		293,428
Robert K. Hatcher		10,783,134		1,040,561		293,428
Marcus E. Pennington		11,509,490		314,205		293,428

Proposal 2 – Ratification of Independent Registered Public Accountants. The appointment of BPM LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was ratified, as follows:

For		Against		Abstain
11,404,747		708,281		4,095

Proposal 3 – Approval, on an advisory basis, of the compensation paid to certain executive officers. The stockholders approved, on an advisory basis, the compensation paid to certain executive officers, as follows:

For		Against		Abstain		Broker Non-Votes
11,081,191		739,774		2,730		293,428

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 thereunto duly authorized.

	SWK HOLDINGS CORPORATION

	By:	/s/ Joe D. Staggs
		Joe D. Staggs
		Chief Executive Officer

Date: June 17, 2024

Cover	Jun. 14, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 14, 2024
Entity File Number	001-39184
Entity Registrant Name	SWK HOLDINGS CORPORATION
Entity Central Index Key	0001089907
Entity Tax Identification Number	77-0435679
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5956 Sherry Lane
Entity Address, Address Line Two	Suite 650
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75225
City Area Code	(972)
Local Phone Number	687-7250
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value
Title of 12(b) Security	Common Stock, par value
Trading Symbol	SWKH
Security Exchange Name	NASDAQ
9.00% Senior Notes due 2027
Title of 12(b) Security	9.00% Senior Notes due 2027
Trading Symbol	SWKHL
Security Exchange Name	NASDAQ