Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On June 20, 2014, at the Annual Meeting of Shareholders of the Company (the
"2014 Annual Meeting"), the shareholders elected three of the three persons
nominated by the Board of Directors to serve as Directors for the ensuing year
and until the next annual meeting of shareholders or until their successors are
elected and qualified. The three nominees elected as Directors at the 2014
Annual Meeting were Gordon Dihle, Elizabeth Redding, and John
Carlson. Biographical information as to the above named persons was included in
the Definitive Schedule 14A filed by the Registrant on May 9, 2014.
On June 20, 2014, John R. Carlson, currently Chief Executive Officer and
President of the Company, has been re-elected by the vote of the board of
directors, as Chief Executive Officer and President. On June 20, 2014, Elizabeth
A. Redding, currently Chief Financial Officer and Secretary of the Company, has
been re-elected by the vote of the board of directors, as Chief Financial
Officer and Secretary.
Mr. Carlson, born December 19, 1963, attended Montana State University in
Bozeman, Montana, pursuing education in Physics and Chemical Engineering. He
has passed several securities qualification examinations including the General
Securities Representative, General Securities Principal, Uniform Securities
Agent State Law, Registered Investment Advisor, Municipal Securities Principal,
and insurance licenses for Life Insurance, Variable Life Insurance, Annuities
and Variable Annuities, and Accident and Health Insurance. From September of
1998 to July of 2002, Mr. Carlson worked as a Financial Advisor with a national
financial services firm. Mr. Carlson specialized in comprehensive financial
planning relating to retirement, education, and risk management planning. Since
July of 2002, Mr. Carlson has served Capital Financial Services and is currently
the firm's Chief Compliance Officer.
Ms. Redding served as the General Manager of Spicy Pie a restaurant, located in
Fargo, ND from 2009 to 2010. From 2010 to 2011, Ms. Redding served as an
Administrative Assistant at Capital Financial Services, Inc., a broker dealer
located in Minot, ND. From 2010 to 2011, Ms. Redding served as a
Commission/Accounting Specialist, for Capital Financial Services, Inc.; a
subsidiary of the Company. From 2011 to 2012, Ms. Redding served as a Loan
Officer for Northern Tier Federal Credit Union, located in Velva, ND. From 2012
to the present, Ms. Redding serves on the board of the Velva Association of
Commerce, a local organization located in Velva, ND. In 2010, Ms. Redding
received a B.S. Degree in Business Management from Minot State University,
There is no family relationship between Mr. Carlson and Ms. Redding nor are
there any family relationships between Mr. Carlson and/or Ms. Redding and any
other officer or member of the Company's board of directors. There is no written
contract with respect to the employment of either Mr. Carlson or Ms. Redding.
Item 8.01 - Voluntary Disclosure of Events.
On June 20, 2014, Capital Financial Holdings, Inc. (the "Company") conducted its
annual meeting of shareholders in which the shareholders considered the
following action items:
1. To elect the Board of Directors of the Company.
2. To ratify the selection of Hein & Associates, LLP as the Company's
independent auditors for the fiscal year ending December 31, 2014.
3. To approve abandoning the plan to convert from a corporation to a
limited liability company.
4. To approve the compensation of the named executive officers.
5. To approve on frequency of advisory vote on executive compensation.
A quorum was present at the meeting, and all action items were approved by the
vote of a majority of the shareholders.