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 of earliest event reported): ~~June 10~~December 20, 2024

WILHELMINA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36589	74-2781950
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

5420 Lyndon B Johnson Freeway, Box #25, Dallas, Texas	75240
(Address of Principal Executive Offices)	(Zip Code)

5420 Lyndon B Johnson Freeway, Box #25,

~~Registrant’s telephone number~~Dallas, ~~including~~ ~~area~~Texas ~~code: (214) 661-7488~~75240

(Address of Principal Executive Offices) (Zip Code)

(214) 661-7488

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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, $0.01 par value	WHLM	NASDAQ Capital Market

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):

	☐	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, $0.01 par value	WHLM	Nasdaq Capital Market

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, 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~~Item 53.0701 ~~SUBMISSION~~Departure OFof ~~MATTERS~~Directors TOor ACertain ~~VOTE~~Officers; OFElection ~~SECURITY~~of ~~HOLDERS~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The ~~2024~~Board ~~Annual Meeting~~ of ~~Stockholders~~Directors ~~(the “Annual Meeting”)~~ of Wilhelmina International, Inc. ~~(the “Company”) was held on June~~determined 10, 2024. Matters submitted to the stockholders of the Company entitled to vote at the Annual Meeting (the “Stockholders”) and voted upon at the Annual Meeting, which are more fully described in the Company's proxy statement, filed with the Securities and Exchange Commission on ~~April~~December 2620, 2024, ~~were:~~to ~~(1)~~take ~~the~~action ~~election of four directors~~ to ~~serve~~cause ~~until~~ the ~~2025~~listing ~~Annual Meeting~~ of ~~Stockholders of~~ the ~~Company and~~shares ~~(2) the ratification~~ of the Company’s ~~selection~~common ofstock ~~Bodwell~~with ~~Vasek~~the ~~Wells~~Nasdaq ~~DeSimone~~Capital ~~LLP as independent certified public accountants~~Market ~~for~~to ~~the fiscal year ending December 31, 2024~~terminate.

OnThe ~~April~~Company ~~22,~~has ~~2024~~filed will have on file a Form 25, Notification ~~the~~of ~~record~~Removal ~~date~~of ~~for~~Listing and/or Registration Under Section 12(b) of the ~~Annual~~Exchange ~~Meeting~~Act, ~~there~~relating ~~were~~to 5the delisting and deregistration on December 20,~~157~~ 2024,~~344~~ with the delisting of the shares of Common Stock ~~issued,~~taking ~~outstanding~~effect ~~and~~no ~~entitled~~earlier tothan ~~vote~~ten days thereafter. ~~Stockholders holding~~As 3a result,~~428,500~~ ~~shares~~Wilhelmina International ~~were~~expects ~~present~~that at the ~~meeting,~~last intrading ~~person~~day oron ~~represented~~Nasdaq bywill ~~proxy~~be on or about Tuesday, ~~constituting~~December a31, ~~quorum~~2024.

~~Election~~Following the delisting, any trading in Wilhelmina’s Common Stock would occur only in privately negotiated sales and potentially on an over-the- counter market if a broker makes a market in the shares. There is no guarantee, however, that a broker will make such a market or that trading of ~~Directors~~the shares of Wilhelmina Common Stock will continue on an over-the-counter market or otherwise.

Each of the director nominees set forth below was elected to hold office until their respective successor is duly elected and qualified or until their earlier death, resignation or removal. The table below shows the number votes cast for, against, or withheld or abstaining. There were 880,271 broker non-votes for the proposal regarding the election of the four directors to serve until the 2024 Annual Meeting of Stockholders of the Company.2

Name of Director Nominee	For	Abstain or Withheld
Mark E. Schwarz	2,546,649	1,580
Mark E. Pape	2,546,663	1,566
Aimee J. Nelson	2,547,222	1,007
James A. Dvorak	2,546,813	1,416

SIGNATURES

~~Ratification~~Pursuant to the requirements of ~~Selection~~the Securities Exchange Act of ~~Independent~~1934, ~~Auditors~~the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Shareholders also ratified the selection of Bodwell Vasek Wells DeSimone LLP as independent certified public accountants for the fiscal year ending December 31, 2024. At the Annual Meeting, 3,426,376 shares were voted in favor of ratifying the selection; 1,411 shares were voted against ratifying the selection; and 713 shares abstained from voting on ratifying the selection. There were no broker non-votes for the proposal regarding the ratification of our selection of auditors.

Dated: December 20, 2024	WILHELMINA INTERNATIONAL, INC.


	By:	/s/ Mark E. Schwarz
		Name:	Mark E. Schwarz
		Title:	Chief Executive Officer

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 thereunto duly authorized.

Dated: June 12, 2024	WILHELMINA INTERNATIONAL, INC.
	By:	/s/ Gaurav Pahwa
		Name:	Gaurav Pahwa
		Title:	Chief Financial Officer

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