Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) B. Riley Financial, Inc. 2021 Stock Incentive Plan
At the annual meeting of stockholders held on May 27, 2021 (the "Annual
Meeting"), B. Riley Financial, Inc.'s (the "Company") stockholders approved the
B. Riley Financial, Inc. 2021 Stock Incentive Plan (the "2021 Plan"). As more
fully described in the Company's definitive proxy statement filed with the
Securities and Exchange Commission on April 20, 2021 (the "Proxy Statement"),
upon the recommendation of the Company's Compensation Committee, the Company's
Board of Directors approved the adoption of the 2021 Plan, subject to approval
by the Company's stockholders at the Annual Meeting.
Upon approval by the Company stockholders, the 2021 Plan became effective and
replaced the B. Riley Financial, Inc. Amended and Restated 2009 Stock Incentive
Plan (the "2009 Plan"). Subject to adjustments provided for in the 2021 Plan,
the total number of equity-based awards that may be awarded under the 2021 Plan
may not exceed 4,001,009 (representing 2,476,531 shares originally approved for
grant under the 2009 Plan plus the 1,524,478 originally designated under the
FBR & Co., 2006 Long Term Incentive Plan share pool and added as a result of the
approval of the 2021 Plan). Unless terminated sooner, the 2021 Plan will remain
in effect until May 27, 2031.
The foregoing description of the 2021 Plan is not complete and is qualified in
its entirety by reference to the 2021 Plan, which is filed as Appendix A to the
Proxy Statement and incorporated herein by reference. In addition, a description
of the material terms of the 2021 Plan was included in the Proxy Statement.
Item 9.01 Financial Statement and Exhibits.
10.01 B. Riley Financial, Inc. 2021 Stock Incentive Plan, incorporated by
reference to Appendix A to the Company's definitive proxy statement, dated
April 20, 2021 filed with the Securities and Exchange Commission.
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