Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 8, 2022, Heritage Global Inc. (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"), at which the shareholders of the Company approved the 2022 Heritage Global Inc. Equity Incentive Plan (the "Equity Incentive Plan"), which, among other things, replaced the Heritage Global Inc. 2016 Stock Option Plan and authorized the issuance of an aggregate of 3,500,000 shares of the Company's common stock, par value $0.01 per share for all awards granted after the Annual Meeting. For a description of the terms and conditions of the Equity Incentive Plan, see "Proposal Number 3: Approval of the 2022 Heritage Global Inc. Equity Incentive Plan" in the Company's definitive proxy statement on Schedule 14A (the "Proxy Statement"), filed with the Securities and Exchange Commission on April 15, 2022, which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Equity Incentive Plan attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

As of April 13, 2022, the record date for the Annual Meeting, a total of 36,677,837 shares of the Company's common stock and 565 shares of Series N Preferred Stock were outstanding and entitled to vote on all matters presented to the Company's shareholders at the Annual Meeting. At the Annual Meeting, the Company's shareholders considered the following proposals:

1.

To elect Ross Dove, Kelly Sharpe and Samuel L. Shimer as Class I directors;

2.

To ratify the appointment of Baker Tilly US, LLP as the Company's independent auditor for the fiscal year ending December 31, 2022; and

3.

To approve the 2022 Heritage Global Inc. Equity Incentive Plan (the "Equity Incentive Plan").

Ross Dove, Kelly Sharpe and Samuel L. Shimer were elected to serve as Class I directors. The results of the election were as follows:



                                                                   Broker Non-
                       For          Against        Abstain            Votes
Ross Dove          19,671,416          0            251,822           6,744,649
Kelly Sharpe       19,137,681          0            785,557           6,744,649
Samuel L. Shimer   18,934,736          0            988,502           6,744,649

Baker Tilly US, LLP was ratified as the Company's independent auditor for the fiscal year ending December 31, 2022. The results of the vote were as follows:



   For       Against   Abstentions   Broker Non-Votes
26,647,168   13,608       7,111             0



The Equity Incentive Plan was approved by the shareholders. The results of the
vote were as follows:

   For       Against   Abstentions   Broker Non-Votes
19,025,245   316,899     581,094        6,744,649






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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No. Description
10.1          2022 Heritage Global Inc. Equity Incentive Plan (incorporated by
            reference to Appendix A to the Company's Definitive Proxy Statement
            on Schedule 14A filed with the Securities and Exchange Commission on
            April 15, 2022)
104         Cover Page Interactive Data File (formatted in Inline eXtensible
            Business Reporting Language)

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