BRC Group (NASDAQ: RILY) details 2026 shareholder voting tallies

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BRC Group Holdings, Inc. reported the final results of stockholder voting from its 2026 annual meeting held on May 19, 2026. Seven director nominees, including Bryant R. Riley and Thomas J. Kelleher, each received over 11.4 million votes in favor, with significantly fewer votes against.

Stockholders also voted on two additional proposals, with one receiving about 21.7 million votes for and another receiving about 10.7 million votes for, alongside reported abstentions and broker non-votes. The company also listed its common stock, preferred share depositary shares, and several series of senior notes as securities registered on the Nasdaq Global Market.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Meeting date: May 19, 2026 Votes for Bryant R. Riley: 12,170,263 votes Votes for Thomas J. Kelleher: 12,141,839 votes +5 more

8 metrics

Meeting date May 19, 2026 Date of 2026 annual meeting of stockholders

Votes for Bryant R. Riley 12,170,263 votes Director election at 2026 annual meeting

Votes for Thomas J. Kelleher 12,141,839 votes Director election at 2026 annual meeting

Highest additional proposal support 21,730,428 votes for First non-director proposal voted at meeting

Second proposal broker non-votes 9,505,246 shares Broker non-votes on additional proposal

5.00% Senior Notes due 2026 5.00% coupon RILYG listed on Nasdaq Global Market

6.50% Senior Notes due 2026 6.50% coupon RILYN listed on Nasdaq Global Market

6.875% Series A Preferred 6.875% rate Depositary shares representing 1/1000th of a share

Key Terms

Broker Non-Votes, Cumulative Perpetual Preferred, Senior Notes, Submission of Matters to a Vote of Security Holders, +1 more

5 terms

Broker Non-Votes financial

"Abstentions | | | | Broker Non-Votes 10,707,112 | | 1,742,371 | | 82,159 | | 9,505,246"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Cumulative Perpetual Preferred financial

"Depositary Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Share)"

Senior Notes financial

"5.00% Senior Notes due 2026 | | RILYG | | Nasdaq Global Market 6.50% Senior Notes due 2026"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Submission of Matters to a Vote of Security Holders regulatory

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

Emerging growth company regulatory

"Emerging growth company Item 5.07. Submission of Matters"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

05/26/2026 - 04:15 PM

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): May 19, 2026

BRC Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37503		27-0223495
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

310-966-1444

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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 $0.0001 per share	RILY	Nasdaq Global Market
Depositary Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Share)	RILYP	Nasdaq Global Market
Depositary Shares (each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock)	RILYL	Nasdaq Global Market
5.00% Senior Notes due 2026	RILYG	Nasdaq Global Market
6.50% Senior Notes due 2026	RILYN	Nasdaq Global Market
5.25% Senior Notes due 2028	RILYZ	Nasdaq Global Market
6.00% Senior Notes due 2028	RILYT	Nasdaq Global Market

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:

☐	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. ☐

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

The 2026 annual meeting of stockholders (the “Annual Meeting”) of BRC Group Holdings, Inc. (the “Company”) was held on May 19, 2026. 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.

Election of Directors:

Nominee for Director	Votes For		Votes Against		Abstentions		Broker Non-Votes
(01) Bryant R. Riley		12,170,263		327,211		34,173		9,505,241
(02) Thomas J. Kelleher		12,141,839		357,102		32,707		9,505,240
(03) Robert L. Antin		11,577,747		924,317		29,583		9,505,241
(04) Tammy Brandt		12,142,501		362,595		26,551		9,505,241
(05) Renee E. LaBran		11,465,094		1,039,801		26,753		9,505,240
(06) Randall E. Paulson		11,527,298		974,766		29,584		9,505,240
(07) Mimi K. Walters		11,704,630		798,188		28,828		9,505,242

Ratification of the selection of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026:

Votes For		Votes Against		Abstentions
21,730,428		287,352		19,108

Vote to approve, on an advisory basis, the compensation of our named executive officers:

Votes For		Votes Against		Abstentions		Broker Non-Votes
10,707,112		1,742,371		82,159		9,505,246

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 hereunto duly authorized.

	BRC Group Holdings, Inc.

	By:	/s/ Bryant Riley
	Name:	Bryant Riley
	Title:	Co-Chief Executive Officer

Date: May 26, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did BRC Group (RILY) disclose in its latest 8-K filing?

BRC Group disclosed final stockholder voting results from its 2026 annual meeting. The filing details vote counts for director nominees and two additional proposals, as well as the company’s listed equity and debt securities on the Nasdaq Global Market.

When was BRC Group’s 2026 annual stockholder meeting held?

The 2026 annual stockholder meeting of BRC Group Holdings, Inc. was held on May 19, 2026. The company’s 8-K summarizes the proposals presented and the exact vote totals for each matter submitted to stockholders at that meeting.

How many votes did BRC Group director nominee Bryant R. Riley receive?

Director nominee Bryant R. Riley received 12,170,263 votes for, 327,211 votes against, and 34,173 abstentions. The filing also reports 9,505,241 broker non-votes associated with his election proposal, indicating substantial support among voting stockholders.

What were the vote totals on BRC Group’s additional proposals in 2026?

One proposal received 21,730,428 votes for, 287,352 against, and 19,108 abstentions. Another proposal received 10,707,112 votes for, 1,742,371 against, 82,159 abstentions, and 9,505,246 broker non-votes, reflecting differing levels of participation and support.

Which BRC Group securities are listed on Nasdaq according to this filing?

BRC Group lists common stock, depositary shares for its 6.875% Series A and 7.375% Series B preferred, and several senior notes. These include 5.00% and 6.50% senior notes due 2026 and 5.25% and 6.00% senior notes due 2028.

What does the term broker non-votes mean in BRC Group’s voting results?

Broker non-votes refer to shares held by brokers that were not voted on certain proposals, often because the beneficial owners did not give specific instructions. BRC Group’s filing reports broker non-votes alongside for, against, and abstention totals.

Filing Exhibits & Attachments

4 documents