Current Report Filing (8-k)
06 February 2019 - 5:53PM
Edgar (US Regulatory)
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):
February 1, 2019
FREEDOM HOLDING CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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001-33034
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30-0233726
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(State
or other jurisdiction of incorporation)
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Commission
File Number)
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(IRS
Employer Identification No.)
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77/7 Al Farabi Ave., “Essentai Tower” BC, Floor 3,
Almaty, Kazakhstan
(Address
of principal executive offices)
050040
(Zip
code)
(801) 355-2227
(Registrant’s
telephone number, including area code)
N/A
(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 (
see
General Instruction A.2
below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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, indicated 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 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
February 1, 2019, Arkady Rakhilkin resigned from the board of
directors of Freedom Holding Corp. (the “Company”). As
a result, he will also no longer serve on any committee of the
Company’s board of directors. To the Company’s
knowledge, as confirmed in Mr. Rakhilkin’s resignation
letter, his resignation was not the result of any disagreement with
the Company, its subsidiaries, management, board of directors or
any committee of the board of directors, on any matter relating to
the Company’s operations, policies or practices. The Company
expresses its gratitude and recognition to Mr. Rakhilkin for the
valuable contributions made to the Company during his service as a
member of the board of directors.
A
copy of the letter of resignation provided by Mr. Rakhilkin is
attached hereto as Exhibit 17.01.
On
February 4, 2019, in accordance with the Company’s By-Laws,
the board of directors appointed Boris Cherdabayev as a member of
the board of directors to fill the vacancy created by Mr.
Rakhilkin’s resignation. There are no arrangements or
understandings between Mr. Cherdabayev and any other person
pursuant to which Mr. Cherdabayev was appointed to the board of
directors of the Company. Mr. Cherdabayev will be entitled to the
applicable annual cash retainer and other compensation paid to
non-employee members of the board of directors and committee
members under terms consistent with those previously disclosed by
the Company. Mr. Cherdabayev will also be entitled to enter into an
indemnification agreement with the Company, if and when the Company
elects to do so in accordance with its By-Laws. Mr. Cherdabayev has
been appointed to serve on the Company’s audit committee and
its compensation committee. Mr. Cherdabayev will hold office as a
Class II director for a term expiring in 2020.
Biographical information for Boris Cherdabayev
Since January 2017, Mr. Cherdabayev has been
employed as Counsellor to the Chairman of the management board of
Weatherford-CER
,
a privately owned joint venture company between
Weatherford International and Caspian Energy Research LLP. Mr.
Cherdabayev served as the Chairman of the board of BMB Munai Inc.,
the predecessor of the Company, from November 2003 to November 2015
and also as Chief Executive Officer from November 2003 through
August 2007. From May 2000 to May 2003, Mr. Cherdabayev served as
Director at TengizChevroil LLP multi-national oil and gas company
owned by Chevron, ExxonMobil, KazMunayGas and LukOil. From 1998 to
May 2000, Mr. Cherdabayev served as a member of the Board of
Directors, Vice-President of Exploration and Production and
Executive Director on Services Projects Development for NOC
“Kazakhoil”, an oil and gas exploration and production
company. From 1983 to 1988 and from 1994 to 1998 he served as a
people’s representative at Novouzen City Council
(Kazakhstan); he served as a people’s representative at
Mangistau Oblast Maslikhat (regional level legislative structure)
and a Chairman of the Committee on Law and Order. For his
achievements Mr. Cherdabayev has been awarded with a national
“Kurmet” order. Mr. Cherdabayev earned an engineering
degree from the Ufa Oil & Gas Institute, with a specialization
in “machinery and equipment of oil and gas fields” in
1976. Mr. Cherdabayev also earned an engineering degree from Kazakh
Polytechnic Institute, with a specialization in “mining
engineer on oil and gas fields’ development.”
Durin
g his career he also
completed an English language program in the United States, the
СНАМР Program (Chevron Advanced
Management Program) at Chevron Corporation offices in San
Francisco, California, and the CSEP Program (Columbia Senior
Executive Program) a
t Columbia
University.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
February 4, 2019, the board of directors approved the filing of
Restated Articles of Incorporation of Freedom Holding Corp
(“Restated Articles”) with the State of Nevada. No
amendments were made to the Company’s Articles of
Incorporation in connection with the restatement. A copy of the
Restated Articles is attached hereto as Exhibit 3.01 and
incorporated herein by reference.
On
February 4, 2019, the board of directors also approved and adopted
amended By-Laws of Freedom Holding Corp (as amended through
February 4, 2019) (“By-Laws”). The By-Laws include
modifications to: (i) update outdated information in the previous
By-Laws; (ii) conform the By-Laws to the current Nevada corporation
law; (iii) allow the Company to take advantage of advances in
communication technologies in connection with delivering of notice
and holding of meetings of the board of directors and shareholders;
(iv) provide additional guidelines regarding the Company’s
books and records; (v) provide additional guidance with regard to
the organization and conduct of shareholder meetings; (vi) update
who may call special meetings of shareholders and the board of
directors; (vii) update the advance notice and related procedural
and disclosure requirements by which shareholders may propose
business in connection with a meeting of shareholders, including
additional requirements for the valid nomination of a candidate for
director; (viii) provide guidelines and related procedural and
disclosure requirements for inclusion of a shareholder nominee in
the Company’s proxy statement; (ix) expand the types of
corporate officers the Company may appoint, and provide brief
descriptions of the responsibilities of such officers; (x) provide
express authority to the chief executive officer, president, chief
financial officer and corporate secretary to execute agreements on
behalf of the Company and provide for delegation of such authority
in certain circumstances; (xi) fix a new record date for any
meeting adjourned or postponed more than 60 days from the original
meeting date; (xii) authorize the board of directors or Company
officers to appoint one or more transfer agents or registrars; and
(xiii) authorize the board of directors to select the fiscal year
of the Company.
The
foregoing summary of the changes to the By-Laws is qualified in all
respects by the full text of the By-Laws, which is filed herewith
as Exhibit 3.02 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
Exhibit No.
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Exhibit Name
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Restated Articles of Incorporation of Freedom Holding
Corp.
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By-Laws of Freeedom Holding Corp (as amended through February 4,
2019)
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Arkady Rakhilkin Letter of Resignation
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SIGNATURE
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.
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FREEDOM HOLDING CORP.
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Date:
February 6, 2018
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By:
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/s/
Evgeniy
Ler
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Evgeniy
Ler
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Chief
Financial Officer
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