hnna20250218

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 13, 2025

HENNESSY ADVISORS, INC.

(Exact name of registrant as specified in its charter)

California	001-36423	68-0176227
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	7250 Redwood Blvd., Suite 200 Novato, California		94945
	(Address of principal executive offices)		(Zip code)

Registrant’s telephone number including area code: (415) 899-1555

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	Name of each exchange on which registered
Common stock, no par value	HNNA	The Nasdaq Stock Market LLC
4.875% Notes due 2026	HNNAZ	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Annual Meeting of Hennessy Advisors, Inc. was held on February 13, 2025. At the Annual Meeting, the following directors were elected by the votes indicated for terms expiring at the annual meeting of shareholders to be held in 2026:

	For		Withheld		Broker Non‑votes
Neil J. Hennessy		4,401,276		9,057		1,454,998
Teresa M. Nilsen		4,401,921		8,412		1,454,998
Henry Hansel		4,040,835		369,498		1,454,998
Brian A. Hennessy		4,376,480		33,853		1,454,998
Lydia Knight-O’Riordan		4,385,434		24,899		1,454,998
Kiera Newton		4,393,852		16,481		1,454,998
Susan W. Pomilia		4,390,723		19,610		1,454,998
Thomas L. Seavey		4,040,585		369,748		1,454,998

The following reflects the voting results for matters other than the election of directors brought for vote at the Annual Meeting:

		For				Against				Abstained				Broker Non‑votes
Ratification of the selection of CBIZ CPAs P.C. as the independent registered public accounting firm for Hennessy Advisors, Inc. for fiscal year 2025			5,819,711				38,597				7,023				0

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.

	HENNESSY ADVISORS, INC.


February 18, 2025	By:	/s/ Teresa M. Nilsen
		Teresa M. Nilsen
		President