Neil Herskowitz and Eli Salig Resigning from National Holdings Corporation Board of Directors, New Appointments Follow $NHLD

Director resignations

On February 8, 2019, each of Neil Herskowitz and Eli Salig notified National Holdings Corporation (the “Company”) of his decision to resign as a member of the Board of Directors of the Company (the “Board”), effective as of February 13, 2019. With the resignation, each of Mr. Herskowitz and Mr. Salig also resigned as a member of the Company’s Audit Committee. There were no disagreements between either Mr. Herskowitz or Mr. Salig and the Company or any officer or director of the Company which led to such director’s resignation.

Barbara Creagh Appointed as Director

On February 8, 2019, following the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Barbara Creagh to the Board, effective as of February 13, 2019. Ms. Creagh will serve as a Class II director until her term expires at the 2019 annual meeting of stockholders, at which time she will stand for election by the Company’s stockholders. Ms. Creagh was also named to the audit and compensation committees of the Board. The Board has determined that Ms. Creagh is “independent” as contemplated by the Nasdaq Stock Market and other governing laws and applicable regulations, including Rule 10C-1under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

There is no arrangement or understanding between Ms. Creagh and any other person pursuant to which she was selected as a director of the Company. As of the date of this report, neither Ms. Creagh, nor any of her immediate family members, is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Creagh will receive compensation for her service as a non-employee director and for committee service in accordance with the Company’s director compensation program, which is described in the Company’s Amended Annual Report on Form 10-K/A filed under the Exchange Act on January 28, 2019, including the award of a one-time award under the Company’s 2013 Omnibus Incentive Plan of 50,000 restricted stock units of the Company.

Jeff Gary Appointed as Director

Also on February 8, 2019, following the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Jeff Gary to the Board, effective as of February 13, 2019. Mr. Gary will serve as a Class III director until his term expires at the 2020 annual meeting of stockholders, at which time he will stand for election by the Company’s stockholders. Mr. Gary was also named chairman of the audit committee of the Board. 

There is no arrangement or understanding between Mr. Gary and any other person pursuant to which he was selected as a director of the Company. As of the date of this report, neither Mr. Gary, nor any of his immediate family members, is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Gary will receive compensation for his service as a non-employee director and for committee service in accordance with the Company’s director compensation program, which is described in the Company’s Amended Annual Report on Form 10-K/A filed under the Exchange Act on January 28, 2019, including the award of a one-time award under the Company’s 2013 Omnibus Incentive Plan of 50,000 restricted stock units of the Company.

As filed in the Feburary 2019 Current Report by NHLD