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B. RILEY FINANCIAL, INC.

(RILY)
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B. RILEY FINANCIAL, INC. : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

05/28/2021 | 05:30pm EDT

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

The 2021 annual meeting of stockholders (the "Annual Meeting") of B. Riley
Financial, Inc. (the "Company") was held on May 27, 2021. Set forth below are
the final voting results for each of the proposals submitted to a vote of the
stockholders of the Company at the Annual Meeting.



 1. Election of Directors:




                                                                                                          Broker
Nominee for Director                             Votes For        Votes Against       Abstentions       Non-Votes
(01)   Bryant R. Riley                            18,697,053              93,285             5,574        3,252,355
(02)   Robert D'Agostino                          15,965,391           2,799,060            31,460        3,252,356
(03)   Robert L. Antin                            14,611,566           4,152,985            31,360        3,252,356
(04)   Thomas J. Kelleher                         18,741,235              31,227            23,449        3,252,356
(05)   Randall E. Paulson                         18,751,195              13,356            31,360        3,252,356
(06)   Michael J. Sheldon                         18,659,949             104,567            31,395        3,252,356
(07)   Mimi K. Walters                            18,496,894             267,539            31,477        3,252,357
(08)   Mikel H. Williams                          13,793,172           4,972,483            30,256        3,252,356



2. Ratification of the selection of Marcum LLP as independent registered public

    accounting firm for the fiscal year ending December 31, 2021:




 Votes For        Votes Against       Abstentions
  21,972,532           48,850             26,885



3. Approval of B. Riley Financial 2021 Stock Incentive Plan:




 Votes For        Votes Against       Abstentions
  14,005,879         4,736,021            54,008


Item 8.01 Other Events.



Approval of Award Agreement under the B. Riley Financial, Inc. 2021 Stock Incentive Plan

On May 28, 2021, the Compensation Committee of the Board of Directors (the
"Committee") of the Company has approved a form of time-vesting restricted stock
unit ("RSU") award agreement (the "RSU Award Agreement") that sets forth the
terms of RSU awards that may be granted to certain employees and executive
officers of the Company under the B. Riley Financial, Inc. 2021 Stock Incentive
Plan (the "2021 Plan"), subject to the terms of the 2021 Plan.



The foregoing description of the RSU Award Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of RSU Award Agreement that is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.



 (d) Exhibits:



Exhibit Description 10.01 Form of Restricted Stock Unit Award Agreement (Time-Vesting) under the B.

          Riley Financial, Inc. 2021 Stock Incentive Plan.




                                       1

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Financials (USD)
Sales 2020 795 M - -
Net income 2020 205 M - -
Net Debt 2020 174 M - -
P/E ratio 2020 5,85x
Yield 2020 2,66%
Capitalization 1 863 M 1 863 M -
EV / Sales 2019 1,79x
EV / Sales 2020 1,63x
Nbr of Employees 996
Free-Float 56,1%
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Managers and Directors
Bryant Richard Riley Chairman & Co-Chief Executive Officer
Thomas John Kelleher Co-Chief Executive Officer & Director
Kenneth M. Young President
Phillip J. Ahn Chief Operating & Financial Officer
Daniel Shribman Chief Investment Officer
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