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: March 16, 2009
NATIONAL
HOLDINGS CORPORATION
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
|
001-12629
(Commission
File Number)
|
|
36-4128138
(I.R.S.
Employer
Identification
No.)
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120
Broadway, 27th Floor,
New York, NY 10271
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (212) 417-8000
___________________________________
(Former
name, 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))
Item
5.02 Appointment of Principal
Officers
Effective
March 16, 2009, the Company appointed Mark D. Roth as Chief Operating Officer
and General Counsel of the Company. This appointment was approved by
the Board of Directors of the Company.
Mr. Roth
is presently the General Counsel of National Securities Corporation, the
Company’s wholly owned subsidiary (“National Securities”) and served as General
Counsel to the Company from 1995 to 1998. Mr. Roth joined National
Securities in 2007. From 1998 to 2007, Mr. Roth was managing member of
Golbeck Roth, PLLC, a law firm specializing in transactions, regulation,
compliance and litigation among securities brokers, dealers, investment
advisers, issuers and their officers, directors, shareholders, customers and
regulators. Mr. Roth earned his JD at Pepperdine University School of
Law in 1989 and his BS in Biological Science from University of California,
Irvine, in 1984.
The
Company held its annual meeting of shareholders on March 16,
2009. Proxies were solicited by the Company pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended. At the annual
meeting, the Company’s shareholders approved the following
proposals:
1. The
number of shares voted “for” and “withhold authority” in connection with the
election of Charles R. Modica as a Class II Director to the Board of Directors
of the Company was as follows:
|
|
|
|
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Withhold
|
|
|
|
For
|
|
|
Authority
|
|
In
Person
|
|
|
- |
|
|
|
- |
|
By
Proxy
|
|
|
13,889,454 |
|
|
|
157,669 |
|
|
|
|
|
|
|
|
|
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Total
|
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13,889,454 |
|
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157,669 |
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The
number of shares voted “for” and “withhold authority” in connection with the
election of Jorge A. Ortega as a Class II Director to the Board of Directors of
the Company was as follows:
|
|
|
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Withhold
|
|
|
|
For
|
|
|
Authority
|
|
In
Person
|
|
|
- |
|
|
|
- |
|
By
Proxy
|
|
|
13,889,453 |
|
|
|
157,670 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
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13,889,453 |
|
|
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157,670 |
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The terms
of Marshall S. Geller and Christopher C. Dewey, Class I Directors, and Mark
Goldwasser, Leonard J. Sokolow and Robert W. Lautz, Jr., Class III Directors,
continued after the annual meeting.
2. The
number of shares voted “for”, “against” and “abstain” in connection with the
ratification of Sherb & Co., LLP, as the Company’s independent registered
public accountants for the fiscal year ending September 30, 2009 was as
follows:
|
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For
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Against
|
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Abstain
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In
Person
|
|
|
- |
|
|
|
- |
|
|
|
- |
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By
Proxy
|
|
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13,839,807 |
|
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58,220 |
|
|
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149,096 |
|
|
|
|
|
|
|
|
|
|
|
|
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Total
|
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13,839,807 |
|
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58,220 |
|
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149,096 |
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The
information in Item 8.01 of this Current Report on Form 8-K shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
under that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filing.
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 thereunto
duly authorized.
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NATIONAL
HOLDINGS CORPORATION
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By:
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/S/ MARK GOLDWASSER
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Mark
Goldwasser
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Chief
Executive Officer
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