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A-Mark Precious Metals, Inc. – ‘DEF 14A’ for 11/15/23

On:  Thursday, 10/5/23, at 1:55pm ET   ·   For:  11/15/23   ·   Accession #:  950170-23-52144   ·   File #:  1-36347

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/05/23  A-Mark Precious Metals, Inc.      DEF 14A    11/15/23   11:5.9M                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

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 6: R1          Document and Entity Information                     HTML     14K 
 7: R2          Pay vs Performance Disclosure                       HTML    515K 
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 i A-Mark Precious Metals, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

A-Mark Precious Metals, Inc.

2121 Rosecrans Avenue, Suite 6300

El Segundo, California 90245

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF A-MARK PRECIOUS METALS, INC.:

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of A-Mark Precious Metals, Inc. (“A-Mark” or the “Company”) will be held at 9:00 a.m. Pacific Time on Wednesday, November 15, 2023. At the meeting, you will be asked to consider and act upon the following matters:

A-Mark has determined to hold the Annual Meeting virtually as a live audio webcast. You will not be able to physically attend the Annual Meeting. To attend the Annual Meeting, you will need to visit the virtual meeting website at https://www.meetnow.global/MDZXC57 (the “Meeting Website”). Participants may choose to join the virtual meeting as a “stockholder” or as a “guest.” To enter the virtual meeting as a stockholder, participants will be required to enter a valid control number. A control number will not be required to join the virtual meeting as a guest; please note, however, that guests will not have the option to vote during the virtual meeting.

If your shares are registered directly in your name with A-Mark’s transfer agent, Computershare, you are considered the “stockholder of record” of those shares and you may use the control number found on the Notice of Internet Availability of Proxy Materials or proxy card to enter the virtual meeting and vote at the meeting. If you are a beneficial owner of shares in “street name” – that is, your shares are held in an account with a bank, broker or nominee – and you wish to vote your shares at the meeting, you must pre-register with Computershare Shareholder Services, our mailing and tabulation agent, no later than 5:00 p.m. Pacific Time on November 10, 2023 by (i) requesting from your bank, broker or nominee proof of your proxy power (a “legal proxy”) and (ii) e-mailing to Computershare at legalproxy@computershare.com your name and e-mail address and either (a) the forwarded e-mail from your broker containing your legal proxy or (b) an attached image of your legal proxy. Upon successful pre-registration, a beneficial owner will receive a confirmation e-mail from Computershare confirming registration and providing a control number to enter the virtual meeting and vote at the meeting as a stockholder.

On the date of the Annual Meeting, online access to the Annual Meeting will open at 8:30 a.m. Pacific Time, to allow time for stockholders to log-in prior to the start of the live audio webcast of the Annual Meeting at 9:00 a.m. Pacific Time. We encourage you to log-in 15 minutes prior to the start time of the Annual Meeting.

In accordance with the Company’s By-laws and action of the Board of Directors, only those stockholders of record at the close of business on September 21, 2023, are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

For the Annual Meeting, we have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send to these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials,

including our Proxy Statement and Annual Report to Stockholders, and for voting via the Internet, by telephone and during the Annual Meeting.

Stockholders of record and stockholders who own in “street name” who register in advance will have the opportunity to vote their shares during the Annual Meeting by following the instructions available on the Meeting Website during the Annual Meeting. Whether or not you expect to attend the virtual Annual Meeting, we encourage you to submit your proxy in advance of the meeting by Internet or by telephone, as described in this proxy statement (or, if you received a full set of the proxy materials by mail, by completing and returning the proxy card in the envelope provided). If you execute a proxy but later decide to attend the Annual Meeting virtually and vote electronically, or for any other reason desire to revoke your proxy, you may do so as described in this proxy statement at any time before your proxy is voted. Submitting a proxy will not prevent you from attending the Annual Meeting virtually and voting electronically during the meeting if you so desire.

El Segundo, California

October 5, 2023

A-Mark Precious Metals, Inc.

PROXY STATEMENT FOR FISCAL YEAR 2023

ANNUAL MEETING OF STOCKHOLDERS

To be held on November 15, 2023

The Board of Directors of A-Mark Precious Metals, Inc. is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders to be held on November 15, 2023, at 9:00 a.m. Pacific Time, and any adjournment or postponement of that meeting (the "Annual Meeting"). The Annual Meeting will be held in a virtual meeting format only, and you will therefore not be able to physically attend the Annual Meeting.

The Company’s principal executive office is located at 2121 Rosecrans Avenue, Suite 6300, El Segundo, CA 90245; the telephone number is (310) 587-1477. All inquiries regarding the Annual Meeting should be directed to Carol Meltzer, Corporate Secretary.

The only voting securities of A-Mark Precious Metals, Inc. are shares of common stock, par value $0.01 per share, or Common Stock, of which there were 23,506,942 shares outstanding as of September 21, 2023, which we refer to as the "Record Date." The holders of a majority of the outstanding class of Common Stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at the Annual Meeting.

In this Proxy Statement, we refer to A-Mark Precious Metals, Inc. as the “Company,” “A-Mark," “we” or “us” and the Board of Directors as the “Board.”

A-Mark's 2023 Annual Report, which includes its Annual Report on Form 10-K as filed with the Securities and Exchange Commission, or the SEC, is also available at the following website: http://www.edocumentview.com/AMRK. You also may obtain a copy of the Company’s 2023 Annual Report including the Annual Report on Form 10-K, without charge, by contacting: Corporate Secretary, A-Mark Precious Metals, Inc., 2121 Rosecrans Avenue, Suite 6300, El Segundo, California 90245.

1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why did I receive a notice regarding the availability of proxy materials on the Internet?

We have elected to use the Internet as the primary means of providing our proxy materials to stockholders. Accordingly, on or about October 5, 2023, we are making this Proxy Statement and the accompanying proxy card, Notice of Annual Meeting of Stockholders, and the Company’s Annual Report to Stockholders available on the Internet and mailing a Notice of Internet Availability of Proxy Materials, or Notice, to stockholders of record as of September 21, 2023, which we refer to as the Record Date. Brokers, banks and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders as of the Record Date will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically, including an option to request paper copies on an ongoing basis, may be found in the Notice.

Will I receive any other proxy materials by mail?

You may request a printed copy of our proxy materials by following the instructions found in the Notice.

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote over the Internet or by telephone, by requesting and returning a printed proxy card, or by voting electronically during the Annual Meeting.

When and where will the Annual Meeting be held?

The Annual Meeting will take place on November 15, 2023 at 9:00 a.m. Pacific Time. As we have determined to hold the Annual Meeting virtually, you will not be able to physically attend the Annual Meeting.

To attend the Annual Meeting, you will need to visit the virtual meeting website at https://www.meetnow.global/mdzxc57 (the “Meeting Website”). Participants may choose to join the virtual meeting as a “stockholder” or as a “guest.” To enter the virtual meeting as a stockholder, participants will be required to enter a valid control number. A control number will not be required to join the virtual meeting as a guest; please note, however, that guests will not have the option to vote during the virtual meeting.

If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the “stockholder of record” of those shares and you may use the control number found on your Notice or proxy card to enter the virtual meeting.

If your shares are held in a stock brokerage account or by a bank or other record holder (a “nominee”), you are considered the “beneficial owner” of shares held in “street name.” If you are a beneficial owner and intend to vote or change a previously submitted vote at the Annual Meeting, you must pre-register with Computershare no later than 5:00 p.m. Pacific Time on November 10, 2023, by (i) requesting from your bank, broker or nominee proof of your proxy power (a “legal proxy”) and (ii) e-mailing to Computershare at legalproxy@computershare.com your name and e-mail address and either (a) the forwarded e-mail from your bank, broker or nominee containing your legal proxy or (b) an attached image of your legal proxy. Upon successful pre-registration, a beneficial owner will receive a confirmation e-mail from Computershare confirming registration and providing a control number to enter the virtual meeting as a stockholder.

On the date of the Annual Meeting, online access to the Annual Meeting will open at 8:30 a.m., Pacific Time, to allow time for stockholders to log-in prior to the start of the live audio webcast of the Annual Meeting at 9:00 a.m. Pacific Time. We encourage you to log-in 15 minutes prior to the start time of the Annual Meeting.

2

Who is entitled to vote, and how many votes do I have?

You may vote if you owned common stock of A-Mark at the close of business on September 21, 2023. For each item presented for voting, you have one vote for each share you own.

How do I vote?

--Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our Common Stock, Computershare, then you are a stockholder of record. As a stockholder of record, you may vote your shares in one of the following ways:

Even if you plan to attend the meeting virtually, we encourage you to vote by proxy as soon as possible.

-- Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee

If, on the Record Date, your shares were held not in your name but rather in an account at a brokerage firm, bank, dealer or other agent, then you are the beneficial owner of shares held in “street name” and that institution has provided notice to you of the availability of these proxy materials. The institution holding your account is considered the stockholder of record for purposes of voting during the Annual Meeting. As a beneficial owner, you have the right to direct the institution that holds your shares on how you would like your shares voted.

You may also vote at the meeting if you obtain a legal proxy from your broker, bank or other nominee and pre-register with Computershare no later than 5:00 p.m. Pacific Time on November 10, 2023. To pre-register, you will need to e-mail Computershare at legalproxy@computershare.com your name and e-mail address and either (i) the forwarded e-mail from your broker, bank or nominee containing your legal proxy or (ii) an attached image of your legal proxy. Upon successful pre-registration, a beneficial owner will receive a confirmation e-mail from Computershare confirming its registration and providing a control number to enter the virtual meeting as a stockholder.

Note that if you do obtain a valid legal proxy from your broker, bank or other nominee, then any prior voting instructions you have given will automatically be revoked, and you will not be able to give any further voting instructions to your broker, bank or nominee to vote on your behalf. In that case, you must vote at the virtual Annual Meeting in order for your vote to be counted.

If you choose to attend the Annual Meeting but do not wish to revoke your prior voting instructions, you should join the meeting as a “guest”, as described above, in which case you will not be required to register with Computershare.

3

What am I being asked to vote on?

You are being asked to vote on the following:

Proposal No. 1

To elect Jeffrey D. Benjamin, Ellis Landau, Beverley Lepine, Carol Meltzer, John U. Moorhead, Jess M. Ravich, Gregory N. Roberts, Monique Sanchez, Kendall Saville and Michael R. Wittmeyer as directors, to serve for a term of approximately one year, until the 2024 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified;

Proposal No. 2

To approve, on an advisory basis, the fiscal year 2023 compensation of the named executive officers of the Company;

Proposal No. 3

To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024.

Other Matters

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting. The Board of Directors is not aware of any other matters to be presented for action at the meeting.

Our Board of Directors recommends a vote “FOR” the election of the nominees for Director and Proposal No. 2 and 3 above.

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What happens if I do not vote?

-- Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing and submitting your proxy card via the Internet or telephone, or by mail, or vote during the Annual Meeting, your shares will not be voted.

-- Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee

If you are a beneficial owner and do not instruct your broker, bank or other nominee how to vote your shares, the question of whether your broker, bank or nominee will still be able to vote your shares depends on whether the particular proposal is deemed to be a “routine” matter. Brokers, banks and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the New York Stock Exchange ("NYSE"), “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), proposals relating to executive compensation (including advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation) and certain corporate governance proposals, even if management supported. Accordingly, we believe that your broker or nominee would not be permitted to vote your shares on Proposal No. 1 or No. 2 without your instructions, but would be permitted to vote your shares on Proposal No. 3.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without indicating voting selections on a given proposal, your shares will be voted as follows:

If any other matter is properly presented at the Annual Meeting, your proxy (that is, one of the individuals named as a proxy on your proxy card or other proxy authorization issued by you) will vote your shares using his or her best judgment.

Can I change my vote after submitting my proxy?

-- Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote during the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

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-- Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee

If your shares are held by your brokerage firm, bank or other nominee, you should follow the instructions provided by them. In addition, if you obtain a legal proxy from your brokerage firm, bank or other nominee, then any prior voting instructions you have given will be revoked. In that case, you must vote at the virtual Annual Meeting in order for your vote to be counted.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the proposal to elect directors, “For” and “Withhold” votes and broker non-votes and, with respect to the other proposals, “For” and “Against” votes, abstentions and, if applicable, broker non-votes.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

How many votes are needed to approve each proposal?

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding 23,506,942 shares are present at the Annual Meeting in person or represented by proxy and entitled to vote.

Shares will be counted towards the quorum only if we have received a valid proxy or the shares are voted at the Annual Meeting. Shares that are recorded as abstentions or broker non-votes will be treated as present and therefore count towards the quorum requirement. If there is no quorum, either the chair of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting to another time or place, but no other business may be transacted at the meeting.

How are proxies solicited and who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, dealers or other agents for the cost of forwarding proxy materials to beneficial owners.

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What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares are registered in more than one name or are registered in different accounts. Please ensure that all of your shares are properly voted.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be announced by the Company’s filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days following the day that final results are available.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables provide information with respect to the beneficial ownership of our common stock (our only class of outstanding capital stock) at September 21, 2023 by:

Beneficial Ownership of Principal Stockholders

The following table shows certain information for any person who reported being a current “beneficial owner” of more than five percent of A-Mark’s common stock. Persons and groups that beneficially own in excess of five percent of the Company’s common stock are required to file with the Securities and Exchange Commission (the “SEC”) regarding such beneficial ownership. For purposes of the table below and the table set forth under “Beneficial Ownership of Management,” a person is deemed to be the beneficial owner of any shares of common stock (1) over which the person has or shares, directly or indirectly, voting or investment power, or (2) of which the person has a right to acquire beneficial ownership at any time within 60 days after September 21, 2023. Beneficial ownership information is presented as of September 21, 2023, except that, where beneficial ownership information is as of earlier dates derived from SEC filings, that fact is indicated in the footnotes to the table. “Voting Power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares. Persons and groups identified in the table have sole voting power and sole investment power over the shares, except as otherwise stated in footnotes to the table. We obtained the information provided in the following table from filings with the SEC and from representations made by the persons listed below.

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Beneficial Ownership of Management

The following table shows the number of shares of common stock beneficially owned as of September 21, 2023, by each director then serving in office, nominee for director, and executive officer named in the Summary Compensation Table, and by our current directors and executive officers as a group. Except as otherwise indicated in the footnotes below, each named person had sole voting and sole investment power with respect to the shares shown as beneficially owned by that person.

* Less than 1%.

9

INFORMATION ABOUT OUR RELATIONSHIP WITH OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Grant Thornton LLP audited the Company's consolidated financial statements for the fiscal years ended June 30, 2023, 2022 and 2021, and has served as our independent registered public accounting firm since June 12, 2015.

Fees to Independent Registered Public Accounting Firm for Fiscal 2023, 2022, and 2021

The following table sets forth by fee category the aggregate fees for professional services rendered by Grant Thornton LLP.

Audit Committee Pre-Approval of Audit and Non-Audit Services

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided to the Company by its independent registered public accounting firm (except for items exempt from pre-approval requirements under applicable laws and rules). All audit and non-audit services included in the table above were pre-approved by the Audit Committee.

When considered necessary, management prepares an estimate of fees for the service and submits the estimate to the Audit Committee for its review and pre-approval. Any modifications to the estimates will be submitted to the Audit Committee for pre-approval. All fees paid to our independent registered public accounting firm during the periods covered by this report and through the date hereof were in accordance with this pre-approval policy.

AUDIT COMMITTEE REPORT

The following Audit Committee Report is provided in accordance with the rules and regulations of the Securities and Exchange Commission. Pursuant to such rules and regulations, this report shall not be deemed “soliciting materials,” filed with the SEC, subject to Regulation 14A or 14C under the Securities Exchange Act or 1934 or subject to the liabilities of section 18 of the Securities Exchange Act of 1934, as amended.

A-Mark’s Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company for the fiscal year ended June 30, 2023 with management. A-Mark’s Audit Committee has discussed the matters required by Auditing Standard No. 16 (Communications with Audit Committees) and other authoritative guidance with its independent registered public accounting firm. The Audit Committee has also received the written disclosures and the letter from such firm required by the Securities Acts administered by the Securities and Exchange Commission and in compliance with Rule 3520 (Auditor Independence) of the Public Company Accounting Oversight Board (“PCAOB”), and has discussed with

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such firm its independence from A-Mark and its management, and has considered whether the provision of non-audit services by such firm is compatible with maintaining the auditor’s independence.

Based on the review and the discussions noted above, A-Mark’s Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2023, as filed with the Securities and Exchange Commission.

11

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In fiscal 2023 and continuing thereafter, A-Mark has engaged in transactions with Stack’s Bowers Numismatics LLC. ("Stack's Bowers Galleries"). Stack's Bowers Galleries is a wholly-owned subsidiary of Spectrum Group International, Inc. ("SGI"). In March 2014, SGI distributed all of the shares of common stock of A-Mark to its stockholders, effecting a spinoff of A-Mark from SGI. As a result of this distribution, A-Mark became a publicly traded company independent from SGI. Gregory N. Roberts, our CEO and a director, serves as CEO and a director of SGI. Mr. Roberts and Jeffrey D. Benjamin, A-Mark's Chairman, together with William A. Richardson, are principal stockholders of SGI (a portion of Mr. Roberts' and Mr. Richardson's ownership is through Silver Bow Ventures LLC, which is jointly owned by Mr. Roberts and Mr. Richardson). Our other directors who served as directors of SGI prior to the spin-off in March 2014 have retained ownership of stock in SGI, in each case representing less than 10% of the outstanding class of SGI's common stock. Such ownership, if aggregated with that of Mr. Roberts, Mr. Benjamin and Mr. Richardson, represents control of SGI. Carol Meltzer, our Executive Vice President, General Counsel, Secretary and Director, also serves as an executive officer and director of SGI.

Company transactions with Stack’s Bowers Galleries include (i) sales and purchases of rare coins and precious metals and (ii) transactions in which the Company assists Stack’s Bowers Galleries in financing purchases of rare coins and precious metals products, both through precious metal repurchase arrangements in which the Company receives a fee based upon the commodity value of the coins and through loans to Stack’s Bowers Galleries from the Company's subsidiary Collateral Finance Corporation ("CFC"), secured by coins or precious metals.

Sales and Purchases

During the years ended June 30, 2023, 2022, and 2021, the Company made sales to and purchases from Stack's Bowers Galleries, as follows:

Interest Income

During the years ended June 30, 2023, 2022, and 2021, the Company earned interest income related to loans made and financing arrangements with Stack's Bowers Galleries, as set forth below:

Other Income

During the years ended June 30, 2023, 2022, and 2021, the Company earned royalty and consulting services income from Stack's Bowers Galleries that totaled $2.5 million, $2.2 million, and $1.1 million, respectively.

Selling, General, and Administrative

During the years ended June 30, 2023, 2022, and 2021, the Company incurred selling, general, and administrative expense related to its subleasing agreement with Stack's Bowers Galleries that totaled $34,000, $0, and $0, respectively.

12

POLICY AND PROCEDURES GOVERNING RELATED PERSON TRANSACTIONS

Our Board of Directors has adopted a written “Statement of Policy Regarding Transactions with Related Persons.” Our policy requires that a “related person” (as defined in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel any proposed “related person transaction” (defined as any transaction or series of related transactions that is reportable by us under Item 404(a) of Regulation S-K in which we are or will be a participant and the amount involved exceeds $120,000) in which such related person has or will have a direct or indirect material interest, together with all material facts with respect thereto. Our general counsel must promptly communicate such information to our Audit Committee (references in this paragraph to the Audit Committee include any other independent body of our Board of Directors, which may act instead of the Audit Committee). No related-person transaction will be entered into without the approval or ratification of our Audit Committee. It is our policy that directors interested in a related-person transaction will recuse themselves from any such vote. Our policy does not specify the standards to be applied by our Audit Committee in determining whether or not to approve or ratify a related-person transaction, and we, accordingly, anticipate that these determinations will be made in accordance with principles of Delaware law generally applicable to directors of a Delaware company.

Activity with Related Persons

Purchase of A-Mark Shares from Related Persons

During the years ended June 30, 2023, 2022, and 2021, there were no purchases of A-Mark shares from our directors, executive officers or principal stockholders.

Foreign Currency Exchange Transaction with Related Person

During fiscal 2023, Jeffrey D. Benjamin, Chairman of the Board, engaged in foreign currency exchange transactions through A-Mark, for an aggregate dollar value of $2.1 million. The Company believes that all transactions were on an arms’ length basis and on terms and conditions applicable to unaffiliated third parties.

13

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (the "CD&A") focuses on how our named executive officers listed in the Summary Compensation Table (our “NEOs”) were compensated for fiscal 2023 (July 1, 2022 through June 30, 2023) and how their compensation for the fiscal year aligned with our pay-for-performance objective. The CD&A also discusses certain compensation arrangements affecting fiscal 2024 and later years.

For fiscal 2023, our NEOs were:

In this CD&A and elsewhere in the proxy statement, where we refer to stock options or other equity awards granted before June 6, 2022, the number of shares subject to the award and exercise price (in the case of options) have been adjusted to reflect the two-for-one stock split in the form of a stock dividend that became effective June 6, 2022.

Stockholder Advisory Votes and Commentary on Our Executive Compensation

In its executive compensation decision-making, the Compensation Committee considers the results of recent stockholder advisory votes on executive compensation - known as "say-on-pay" votes - required by SEC proxy rules. At our 2022 Annual Meeting, 97.3% of the votes cast on our say-on-pay proposal were voted to approve the proposal; the approval percentage at our 2021 Annual Meeting was 98.9%. Based on these results, the Compensation Committee has concluded that the Company's stockholders generally support the principal elements of our compensation program.

In its June/July 2022 issue, Fortune magazine listed Gregory Roberts, our CEO, as the second most underpaid chief executive officer of the companies in the Fortune 500. The authors' methodology focused on the annualized total return to stockholders over Mr. Roberts' 17-year tenure (including at A-Mark's predecessor company), which the authors stated to be 27.4% (as compared to a 12.5% annualized total return for the S&P 500) in relation to his compensation. The Fortune methodology did not take into account the size of companies based on market capitalization or net income; most Fortune 500 companies have market capitalizations that are substantially higher than A-Mark's. In determining compensation, the Committee takes into account these additional factors, particularly the level of A-Mark's net income before provision for income taxes.

Objectives of Our Executive Compensation Program

Our executive compensation program is based on a “pay-for-performance” philosophy, providing incentives and appropriate rewards to our executives to formulate and execute business plans that achieve long-term success and build stockholder value. To achieve these goals, the Committee has implemented significant features in our executive compensation program, particularly: (i) establishing annual non-equity incentive award opportunities for our most senior NEOs, with pre-specified pay-out opportunities, (ii) tying the majority of those annual incentive award opportunities to the level of earned pre-tax profits, and giving significant weight to the pre-tax profits metric in determining discretionary awards, (iii) granting long-term equity awards that attract and retain executives, reward long-term performance and link executives' interests to the interests of stockholders, and (iv) providing that the compensation opportunity represented by annual incentive and long-term equity awards constitutes the majority of our NEOs compensation.

We view pre-tax profit as a key financial metric for purposes of our business planning, providing a balanced incentive to management - requiring careful management of the many factors affecting gross

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profit and expenses -- that does not promote undue risk and that substantially reflects the quality of the execution of our business plan by our management team. We also regard pre-tax profits as a metric closely associated with positive returns to our stockholders.

In fiscal 2023, we provided for discretionary annual bonuses for our Chief Operating Officer and our Chief Financial Officer. The Compensation Committee recognizes that these officers have broad responsibilities, and chose to evaluate their performance retrospectively. In the case of the CFO, while her decisions and advice are important contributors to good financial performance, the position requires exercise of judgment that should not be influenced by pre-set financial incentives.

The Compensation Committee believes that our executive compensation program has played an important role in incentivizing our NEOs to guide our company to success. The Committee also believes that our NEOs' skills and experience are critical to future success and long-term stockholder returns. Our stockholders have in the past four years supported our say-on-pay proposals by votes that exceeded 97% of votes cast, a strong endorsement of our executive compensation program.

Compensation Best Practices

Our Compensation Committee has adopted a number of best practices that are consistent with our performance-based compensation objective and that we believe serve the long-term interest of our stockholders:

Compensation Determinations

Our compensation program for NEOs other than the CFO provides for a targeted level of annual compensation in the form of base salary and annual incentive or bonus. We do not grant equity awards as a component of annual compensation, but do grant such awards from time to time, generally in connection with entry into new multi-year employment agreements, extensions of such agreements or promotions.

The Compensation Committee is responsible for determining the compensation of A-Mark's executive officers. The Committee takes into account a variety of factors in setting the level of annual compensation of an executive officer. These include reviews of compensation survey information, the individual's work experience and expected contributions to the success of the Company, his or her compensation history, unvested equity awards held by the individual or awards under consideration, the scope of the individual's responsibilities, the recent and expected future performance of the Company or the individual's business unit and negotiations with the individual. In its deliberations, the Committee receives information and proposals relating to compensation from management, and consults with A-Mark's outside counsel. Our CEO makes recommendations regarding the compensation of other executive officers.

The Committee has explored the possibility of identifying a group of peer companies for benchmarking executive compensation, but found no public companies with businesses closely matching A-Mark's, and very few public companies with somewhat comparable lines of business and financial characteristics, particularly market capitalization, reasonably comparable to A-Mark. Therefore, the Committee has not specifically benchmarked the compensation of our executives against the compensation practices at an identified group of peer companies. The Committee has reviewed compensation survey information and compensation information on some specific public companies as general information on executive compensation practices.

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We believe that making a high percentage of our executives’ compensation dependent on Company or business unit performance ensures that they focus on meeting our strategic goals. By tying a high percentage of potential compensation directly to business results, our executives benefit when good performance is actually achieved - consistent with our "pay-for-performance" philosophy. The elements of our compensation program are shown below.

As part of its responsibilities, the Compensation Committee regularly reviews A-Mark’s compensation program, focusing on incentive programs, risks and mitigation factors. Based on this review, the Committee has determined that our compensation policies and practices do not encourage excessive risk taking and are not reasonably likely to have a material adverse effect on A-Mark.

Employment Agreements Governing 2023 Compensation

Our Compensation Committee has formalized significant terms of employment of our NEOs other than the CFO by entering into employment agreements with them. This practice has helped us to attract and retain key executives and employees. In our financial services industry, there is a high degree of competition for talented executives and employees. Hiring often involves substantial negotiations regarding employment terms, which when agreed to appropriately may be reflected in an employment agreement. Employment agreements offer us several advantages, particularly by fixing employment terms for multi-year periods, thereby limiting renegotiations and providing for stable and predictable compensation expense. As an additional advantage to A-Mark, the agreements contain provisions that protect our business following the NEO's separation from service, including provisions requiring confidentiality, non-disparagement of the Company and, to the extent permitted by law, non-solicitation of customers and employees.

In fiscal 2023, we had in place these employment agreements with our NEOs:

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Ms. Simpson-Taylor, our Chief Financial Officer, does not have an employment agreement.

The following summarizes the terms of the employment agreements providing for compensation while the NEO remains in service. Other key terms of the employment agreements relating to severance and change in control are described in the section titled "Potential Payments Upon Termination of Employment or Change in Control," at page 25.

Mr. Roberts

Significant compensation terms of Mr. Robert's employment agreement applicable to service in fiscal 2023 were as follows:

Mr. Gjerdrum

Significant terms of Mr. Gjerdrum's employment agreement applicable to service in fiscal 2023 were as follows:

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Mr. Aquilino

Significant terms of Mr. Aquilino's employment agreements applicable to his service in fiscal 2023 were as follows:

Mr. Wittmeyer

Mr. Wittmeyer has stepped down from his positions as Executive Vice President – Direct Sales Segment and Chief Executive Officer of JMB and his employment ended June 30, 2023, but he continues to serve as a director of A-Mark. Significant terms of Mr. Wittmeyer's employment agreement applicable to his service in fiscal 2023 were as follows:

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Compensation in Relation to Long-Term Performance

The performance of A-Mark over the past five years has been outstanding, particularly in the growth of pre-tax profits, successful acquisitions, organic growth of our key lines of business and total return to stockholders.

During this period of significant growth, the compensation of most of our senior executives has been governed by employment agreements entered into early in the period. Under the CEO's employment agreements, his base salary and target bonus remained the same in all five fiscal years from 2019 through 2023, during which the total return to stockholders was 572% or 46.4% annualized. In the past four years, we have recognized the CEO's contributions through above-target bonus payouts ranging from 150% to 239% of the pre-established target bonus level. However, equity awards have been granted to the CEO in only three of the five fiscal years, and the grant-date fair value of such awards was only 16% of his direct compensation (the sum of CEO's salary, paid-out bonuses and equity compensation) in the five-year period. Similarly, for the President in the past four years, we have recognized his contributions through above-target bonus payouts ranging from 150% to 225% of the pre-established target bonus level. However, equity awards have been granted to the President in only three of the five fiscal years, and the grant-date fair value of such awards was only 19% of the President's direct compensation (the sum of salary, paid-out bonuses and equity compensation) in the five-year period. Annual incentive payouts to other NEOs, including discretionary bonuses, for performance in fiscal 2021, 2022 and 2023 have been at levels corresponding to the exceptional Company performance in those years.

As discussed above under the caption "Stockholder Advisory Votes and Commentary on Our Executive Compensation," in mid-2022 Fortune Magazine named our CEO as the second most underpaid CEO in the Fortune 500 based on A-Mark performance and the CEO's pay levels.

In the past five years, A-Mark's success was driven by the outstanding performance of its experienced management team, with compensation that has not been unduly high in relation to the high returns to stockholders. The Board and Committee acknowledge that our executive officers deserve to be compensated at levels and on terms that recognize their success and value to A-Mark, that are competitive in the marketplace and that promote continued success and encourage long-term service to A-Mark.

Accordingly, shortly before the expiration of our CEO's employment agreement at the end of fiscal 2023, we negotiated a new agreement with him, which covers fiscal years 2024 - 2027. Likewise, before the expiration of our President's employment agreement at the end of fiscal 2022, we negotiated a new employment agreement with him, which became effective in fiscal 2023 and is in effect through fiscal 2025. Our Chief Operating Officer's employment agreement was amended in February 2023, extending it through fiscal 2025. In each case, we have agreed to increased compensation, but substantial portions of their compensation remain dependent on strong corporate and individual performance.

Annual Incentive Payouts for Fiscal 2023 Performance

As stated above, for fiscal 2023 our CEO and President had the opportunity to earn a performance bonus based on achievement of a pre-specified level of pre-tax profit of A-Mark and other performance goals. Such performance bonuses are intended to provide performance-based cash compensation that reward those NEOs for their contribution to our financial performance.

In establishing the performance goals for fiscal 2023, the Compensation Committee considered the business planning for the year and the strong growth in profits that developed in fiscal 2021 and 2022. Annual incentives for the CEO and President had these key terms:

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The Committee concluded that the A-Mark executive team executed excellently on all levels, reflected by the fact that the resulting financial performance levels in many key categories were the highest in Company history. Fiscal 2023 pre-tax profit of $203.2 million substantially exceeded the specified pre-tax profits target performance level. Fiscal 2023 gross profit increased 12.6% to $294.7 million (3.173% of revenue) from $261.8 million (3.208% of revenue) in fiscal 2022, and net income attributable to A-Mark totaled $156.4 million or $6.34 per diluted share, an increase over fiscal 2022 net income of $132.5 million or $5.45 per diluted share. As discussed above, total stockholder return in fiscal 2023 was 22.2%.

The Committee determined also that the CEO and President each exceeded the specified other performance goals, performing at a very high level. The Committee credited the CEO for achieving other goals: The CEO continued to identify new strategic investment and acquisition opportunities and complete transactions that expanded and further diversified our direct-to-consumer (DTC) segment. Under his leadership, our silver minting operations increased production to a level now exceeding one million ounces of production per week, with improved quality and product offerings, and secured ISO 9000:2015 certification, a globally recognized quality management standard that reaffirms A-Mark’s reputation as a leading manufacturer of quality bullion products.

In determining the annual incentive payout for the President, in addition to recognizing his contributions to A-Mark's strong financial performance in fiscal 2023, the Committee recognized his leadership and accomplishment in substantially increasing the scope and quality of A-Mark's liquidity and banking relationships, directing and designing with A-Mark's IT team new tools for visibility into and management of inventory, and assisting in the DTC acquisitions and work on potential acquisitions.

As a result, the Compensation Committee determined that the fiscal 2023 annual incentive payouts for the CEO and the President would be at the maximum pre-specified level.

Annual incentives for Mr. Wittmeyer had these key terms:

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The Committee recognized that Mr. Wittmeyer's efforts led to attainment of pre-tax profits at the business units overseen by him far in excess of target levels, and that he achieved his other goals at very high levels. Accordingly, the Committee exercised its discretion to pay the pre-specified annual incentive award at the maximum level and to award an additional discretionary bonus in the amount of $23,125.

For Mr. Aquilino, the Committee reviewed his performance at year-end based on the key initiatives overseen by him in fiscal 2023. In addition to his contributions to A-Mark in earning record pre-tax profits, Mr. Aquilino achieved significant operational goals relating to improved shipping and storage services and technology, design and budget management for a major logistics automation project, loss reduction and claims management, financing arrangements supporting our minting operations and enhanced product offerings and staffing. In view of these accomplishments, the Committee awarded a bonus to Mr. Aquilino of $300,000.

The Committee also awarded a discretionary bonus to Kathleen Simpson-Taylor, our Chief Financial Officer. In determining to award this bonus, the Committee took note of her exceptional work in managing the complexity in A-Mark’s financial reporting requirements, overseeing the rapidly growing accounting functions in-house and with the outside auditors and establishing a robust monthly reporting process and effective lines of communication. She also provided needed support to ensure accurate and complete financial metrics and reporting from our domestic and foreign minority investments, recruited and trained key financial support personnel in accounting and finance, SEC reporting and internal audit functions to meet the Company's growing needs as a public company, and provided critical support to the Company's M&A efforts. In view of these accomplishments, the Committee awarded a bonus to Ms. Simpson-Taylor of $515,000.

The Committee's determinations regarding annual incentive awards and bonuses were subject to the approval of the Board of Directors.

New Employment Agreement with Our CEO

On February 14, 2023, A-Mark entered into a new employment agreement with Mr. Roberts, setting compensation and other terms for an employment term from July 1, 2023 through June 30, 2027. Significant terms of this new agreement are as follows:

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Other Policies and Practices

Perquisites and Benefits

We provide to NEOs the same benefits available generally to salaried employees. The CEO and President are also provided with an automobile allowance (the amount for the CEO has remained the same since 2014) and the CEO is provided with additional life insurance. The aggregate cost of these additional items in fiscal 2023 for the CEO was $11,445 and for the President was $9,000.

Indemnification Agreements

We have also entered into indemnification agreements with all of our NEOs that provide for indemnification by the Company against certain liabilities incurred in the performance of their duties.

Recoupment or "Clawback" Policy

The Compensation Committee and the Board of Directors have adopted a recoupment policy - sometimes referred to as a "clawback" policy. This policy requires that an incentive award paid out based on A-Mark's performance will be subject to forfeiture if there occurs a restatement of A-Mark's financial statements and the restated financial information would have resulted in a reduced payout (if the award were paid out within the preceding 36 months). This policy applies even if the executive did not engage in misconduct leading to the restatement. The forfeited amount would be the amount by which the original payment exceeded the payment that would have resulted from the corrected financial information.

Insider Trading Policy

We recognize that our NEOs and directors may sell shares from time to time in the open market to realize value to meet financial needs and diversify their holdings, particularly in connection with exercises of stock options. All such transactions are required to comply with our insider trading policy.

Hedging Policy

Our insider trading policy precludes our NEOs and directors from short selling or buying exchange-traded put options or call options associated with our stock. We restrict these transactions because they could serve to “hedge” the risk of owning our stock and otherwise can be highly speculative transactions with respect to our stock.

Tax Deductibility of NEO Compensation

Internal Revenue Code Section 162(m) provides that A-Mark cannot claim tax deductions for most forms of compensation in excess of $1.0 million in a given year paid to each of our CEO and CFO and certain other highly compensated executive officers. In setting compensation for our NEOs, the Compensation Committee regards Section 162(m) as a lawful tax obligation of the Company separate from the tax obligations of the NEOs receiving the compensation. The greater focus in the compensation-setting process is the amount and timing of expense recognition by A-Mark; the tax impact of Section 162(m) is an additional consideration but not a significant one.

COMPENSATION COMMITTEE REPORT

The function of the Compensation Committee is to advise senior management on the administration of our compensation programs and plans, review and approve corporate goals and objectives relevant to senior executive officers compensation arrangements, evaluate the performance of the executive officers in light of those goals and objectives, determine the executive officers’ compensation levels based on this evaluation, assist our executive officers in formulating compensation programs applicable to our other senior management and oversee our equity compensation plan.

Our Compensation Committee has reviewed and discussed with our management the Compensation Discussion and Analysis section of this Proxy Statement. Based upon the reviews and discussions, we have recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the 2023 Annual Report on Form 10-K.

Submitted by the Compensation Committee of the Board of Directors:

John U. Moorhead, Chair

Ellis Landau

Jess M. Ravich

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OTHER COMPENSATION INFORMATION

Summary Compensation Table - Fiscal 2023

The table below sets forth the compensation of the Company's named executive officers ("NEOs") for fiscal 2023, 2022 and 2021.

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Grants of Plan-Based Awards -- Fiscal 2023

Outstanding Equity Awards At Fiscal Year-End — Fiscal 2023

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Option Exercises and Stock Vested -- Fiscal 2023

The table below provides information regarding stock options exercised and stock awards vested during fiscal 2023 for each of our named executive officers. The value realized upon exercise of the options is based on the weighted average market price of sales of the shares underlying the options on the day of exercise. The value of stock awards vested is based on the closing price of our shares on the Nasdaq Global Select Market on the day the stock award vested.

Potential Payments upon Termination of Employment or Change in Control

The following information describes and quantifies (where possible) certain enhanced compensation that would become payable under then-existing agreements and plans if the named executive officer’s employment had terminated on June 30, 2023. Voluntary resignation or termination for cause would not result in any enhancement in compensation.

In fiscal 2023, three of our named executive officers, Gregory N. Roberts, Thor Gjerdrum and Michael Wittmeyer, had employment agreements providing for certain payments and benefits in the event of termination of the executive due to death, total disability, or in other specified circumstances. Under those employment agreements, severance payments to the executive were payable if, during the term of the employment agreement, the executive’s employment was terminated by us without cause or was terminated by the executive for “Good Reason,” as defined. Severance for such a termination in fiscal 2023 would have been payable as follows:

In addition, these executive officers would have been entitled to the following:

Good Reason would have arisen if A-Mark materially decreased or failed to pay the executive’s base salary or performance bonus, or materially changed the executive’s job description or duties in a way adverse to the executive, or relocated the executive’s job site by more than a specified distance without his consent, if in each case A-Mark failed to cure the circumstances after notice from the executive. Other material breaches of the employment agreement could constitute “Good Reason” in some instances.

In the event of termination of any of the three executive officers' employment during fiscal 2023 in other circumstances, the termination payments and benefits would have been as follows:

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Under our agreements with these executives, their rights to cash severance are not enhanced if there has occurred a change in control of A-Mark. The employment agreements provide that certain payments under the agreements will be reduced if, following a change in control, the executive would be subject to the “golden parachute” excise tax and the reduction in payments would result in the executive realizing a greater after-tax amount.

The agreements governing stock options and RSUs granted to our named executive officers provide that vesting will accelerate in full upon a change in control of A-Mark.

Summary of Payments Upon Termination or Change in Control if Occurring on June 30, 2023

The table below shows the estimated value of enhanced compensation to which a named executive officer would have been entitled if the executive’s employment had been terminated on June 30, 2023. For purposes of valuing these amounts, we took into account the following considerations: