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 4, 2024

ASSOCIATED CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-37387	47-3965991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

191 Mason Street, Greenwich, CT		06830
(Address of principal executive offices)		(Zip Code)

(203) 629-9595

(Registrant's telephone number, including area code)

Not applicable

(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):

☐	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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	AC	New York Stock Exchange

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

On June 4, 2024, Associated Capital Group, Inc. (the "Company") held its 2024 Annual Meeting of Shareholders (the “Meeting”).

As of April 16, 2024, the record date for the Meeting, the Company had outstanding 2,461,175 shares of Class A common stock (“Class A Stock”) and 18,950,571 shares of Class B common stock (“Class B Stock”). The Class A Stock and Class B Stock vote together as a single class on all matters. Each share of Class A Stock is entitled to one vote per share and each share of Class B Stock is entitled to ten votes per share. Shares present or represented at the Meeting were 1,936,505 shares of Class A Stock and 18,461,909 shares of Class B Stock, constituting a quorum.

At the Meeting, the shareholders of the Company (1) elected the nine director nominees to the board of directors of the Company to serve until the 2025 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified, (2) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 and (3) approved the compensation of the Company's named executive officers.

Set forth below are the final voting results with respect to each matter submitted to a vote of the shareholders.

(1) Election of Directors:

NOMINEES	VOTES FOR		VOTES WITHHELD		BROKER NON-VOTES
Mario J. Gabelli		185,945,117		324,583		285,895
Marc Gabelli		186,089,544		180,157		285,895
Daniel R. Lee		186,139,720		129,981		285,895
Bruce M. Lisman		186,108,448		161,253		285,895
Frederic V. Salerno		185,931,087		338,614		285,895
Salvatore F. Sodano		186,254,831		14,869		285,895
Elisa M. Wilson		185,971,549		298,152		285,895
Douglas R. Jamieson		186,268,516		1,185		285,895
Richard T. Prins		186,253,929		15,771		285,895

(2) Ratification of appointment of Deloitte & Touche LLP:

VOTES FOR			VOTES AGAINST				ABSTAINED				BROKER NON-VOTES
186,554,215				1,380				-				-

(3) Advisory vote on the named executive officer compensation:

VOTES FOR			VOTES AGAINST				ABSTAINED				BROKER NON-VOTES
186,239,152				25,921				4,628				285,895

SIGNATURE

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.

Associated Capital Group, Inc.

By: /s/ Ian J. McAdams

Ian J. McAdams

Chief Financial Officer

Date: June 5, 2024

Document And Entity Information	Jun. 04, 2024
Document Information [Line Items]
Entity, Registrant Name	ASSOCIATED CAPITAL GROUP, INC.
Document, Type	8-K
Document, Period End Date	Jun. 04, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	1-37387
Entity, Tax Identification Number	47-3965991
Entity, Address, Address Line One	191 Mason Street
Entity, Address, City or Town	Greenwich
Entity, Address, State or Province	CT
Entity, Address, Postal Zip Code	06830
City Area Code	203
Local Phone Number	629-9595
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Title of 12(b) Security	Class A Common Stock, par value $0.001 per share
Trading Symbol	AC
Security Exchange Name	NYSE
Amendment Flag	false
Entity, Central Index Key	0001642122