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On July 13, 2015, the Board of Directors (the “Board”) of HRG Group, Inc. (the “Company”) amended the Company’s bylaws by adding a new Section 7.07, which designates an exclusive forum for the adjudication of disputes and other matters related to the Company.

The foregoing description above of the amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of Section 7.07 of the restated bylaws as set forth in Exhibit 3.2 hereto and incorporated herein by reference.

On July 13, 2015, at the Company’s Annual Stockholders Meeting (the “Annual Meeting”), the Company’s stockholders (i) approved the election of three Class II directors to the Board to each serve for a three-year term until the earlier of the 2018 annual meeting of stockholders or their death, resignation or removal, (ii) ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2015 and (iii) approved an amendment to the Company’s Certificate of Incorporation (the “Charter”) to preserve certain tax benefits.

Only holders of the Company’s common stock, par value $0.01 per share (“Common Stock”), at the close of business on May 22, 2015 (the “Record Date”) were entitled to vote at the Annual Meeting.  As of the Record Date, there were 201,210,539 shares of Common Stock entitled to vote, the holders of which were entitled to one vote per share in the election of directors and on each other matter submitted for stockholder approval.  Holders of stock representing a total of 191,213,244 votes (95.03% of the total voting power), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.  The final results for the votes regarding each proposal are set forth below.

Proposal 1: The Company’s stockholders elected three Class II directors to the Company’s Board to each serve for a three-year term until the earlier of the 2018 annual meeting of stockholders or their death, resignation or removal.  The votes regarding this proposal were as follows:

Proposal 2: The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2015.  The votes regarding this proposal were as follows:

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Proposal 3: The Company’s stockholders approved an amendment to the Charter to preserve certain tax benefits, which is further described below.  The votes regarding this proposal were as follows:

The amendment is designed to reduce the likelihood of an “ownership change” under U.S. federal tax laws by restricting certain direct and indirect acquisitions and dispositions of our Common Stock. The restrictions imposed under the amendment apply to any direct and indirect holders of, or persons who would become holders of, 4.9% or more of our Common Stock (and certain other interests in the Company that are treated as stock for U.S. federal tax purposes). As of July 13, 2015, which is the date of the adoption of the Charter amendment, any direct or indirect transfer of our shares of Common Stock (or other Company securities) in violation of the restrictions will be void as of the date of the purported transfer as to the purported transferee, and the purported transferee will not be recognized as the owner of such securities for any purpose, including for purposes of voting and receiving dividends or other distributions.

The Board will have the power to determine and interpret, in its sole discretion, all matters necessary for assessing compliance with the provisions of the Charter transfer restrictions. These matters include (i) the identification of a 4.9% stockholder, (ii) whether a transfer is a prohibited transfer, (iii) the percentage stock ownership interest in the Company of any person for the purposes of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) whether an instrument constitutes a security of the Company, (v) the amount or fair market value due to a purported transferee pursuant to the alternate procedure described in the Charter, (vi) the interpretation of the provisions of the Charter amendment and (vii) any other matters which the Board determines to be relevant. To the extent permitted by law, the good faith determination of the Board on such matters will be conclusive and binding on all persons and entities for purposes of the Charter transfer restrictions.

In connection with its consideration of the Charter transfer restrictions, the Board has provided to CF Turul, LLC (“CF Turul”), an affiliate of Fortress Investment Group LLC, the beneficial owner of 16.4% of our issued and outstanding Common Stock as of May 18, 2015, its approval, as required under the Charter transfer restrictions, to make, subject to specified limitations and other terms and conditions, one or more distributions of our shares of Common Stock on a substantially pro rata basis to the members of CF Turul (and by such members and their affiliates to the ultimate owners who are not entities sponsored or organized by Fortress Investment Group LLC). In addition, the Board has also provided the funds affiliated with Harbinger Capital Partners LLC (“HCP”), the beneficial owner of approximately 17.8% of our issued and outstanding Common Stock as of May 18, 2015, its approval, as required under the Charter transfer restrictions, to sell, subject to specified limitations and other terms and conditions, the shares of Common Stock currently held by HCP. In accordance with their respective approvals, each of CF Turul and HCP are expected to coordinate efforts with the Company in order to minimize any potential adverse impact of such transfer with respect to changes in ownership for purposes of Section 382 of the Code. Pursuant to the Board’s authority to approve transfers that would otherwise be restricted by the Charter transfer restrictions, the Board may evaluate, and depending upon the review of applicable facts and circumstances may at any time and from time to time provide other stockholders of the Company its approval, as required under the Charter transfer restrictions, to make one or more transfers otherwise prohibited by the Charter amendment.

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A Certificate of Amendment was filed with the Delaware Secretary of State and became effective on July 13, 2015. The Certificate of Amendment has been filed as Exhibit 3.1 hereto and is incorporated herein by reference.

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K.

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