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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 15, 2023
 
DAILY JOURNAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
South Carolina
(State or Other Jurisdiction of Incorporation)
 
 
0-14665
95-4133299
  
 
(Commission File Number)
(IRS Employer Identification No.)
  
       
 
915 E. First Street
Los Angeles, CA
90012
  
 
(Address of Principal Executive Offices)
(Zip Code)
  
 
(213) 229-5300
(Registrant’s Telephone Number, Including Area Code)
 
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))
 
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 $.01 per share
 DJCO
 The NASDAQ Stock Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
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
 
On February 15, 2023, Daily Journal Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders. A total of 849,758 shares were represented in person or by valid proxy, and the final results for each proposal voted on at the meeting are set forth below:
 
Election of Directors. The Company’s shareholders elected four directors to serve until the next annual meeting of shareholders and the election of their successors. The number of votes cast for each of the directors is set forth below. There were 236,554 broker non-votes.
 
 
For 
Against 
Abstain 
 Charles T. Munger
428,537 
184,418 
249 
 Mary Conlin
516,625 
91,687 
4,892 
 John B. Frank
573,419 
34,671 
5,114 
 Steven Myhill-Jones
543,229 
64,801 
5,174 
 
Ratification of Independent Accountants. The Company’s shareholders ratified the appointment of Baker Tilley USA LLP as the Company’s independent registered public accounting firm for the current fiscal year. The vote totals were 846,716 FOR and 1,097 AGAINST, with 1,945 ABSTENTIONS.
 
Advisory Vote on the Company’s Executive Compensation. The Company’s shareholders voted in favor of a resolution approving the Company’s executive compensation. The vote totals were 608,903 FOR and 1,296 AGAINST, with 3,005 ABSTENTIONS.
 
Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation. The Company’s shareholders voted in favor of holding the advisory vote on executive compensation once every three years. The vote totals were 185,735 for ONE YEAR, 4,281 for TWO YEARS, and 416,321 for THREE YEARS, with 6,867 ABSTENTIONS. In light of the results of this advisory vote, the Company has determined to hold the advisory vote on executive compensation once every three years.
 
 
[SIGNATURE PAGE FOLLOWS]
 
 
 
 
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.
 
 
    DAILY JOURNAL CORPORATION  
 
 By: /s/ Steven Myhill-Jones
Steven Myhill-Jones
Interim Chief Executive Officer
       
    Dated: February 16, 2023  
 
 
 
 
 
 
 
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