UNITED STATES OF AMERICA
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): May 22, 2017
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CAPITAL FINANCIAL HOLDINGS, INC.
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(Exact
name of registrant as specified in its charter)
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North
Dakota
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0-25958
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45-0404061
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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1 Main
Street North, Minot, North Dakota
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58703
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (701) 837-9600
(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))
Item 5.02 – Departure of Director or Certain Officers;
Election of Directors; Appointment of Directors or Certain
Officers; Compensatory Arrangements of Certain
Officers.
On May
22, 2017, John Carlson tendered his resignations from the Board of
Directors and as the Chief Executive Officer, which resignations
were accepted by the remaining member of the Board of Directors.
Mr. Carlson was a member of the Company’s Compensation
Committee, Audit Committee and Nominating Committee. Mr.
Carlson’s resignation is not related to any known
disagreement with the Company on any matters relating to its
operations, policies or practices.
On May
22, 2017, the remaining Directors, Gordon Dihle and Elizabeth Colby
appointed Gordon Dihle, currently Chairman of the Board of the
Company to fill the position of Chief Executive Officer, with the
remaining directorship to remain vacant.
Mr.
Dihle received a B.S. in Accounting and Business Administration,
Summa Cum Laude (1976) at Dickinson State University, Dickinson, ND
and earned a J.D. with distinction at the University of North
Dakota (1980) in Grand Forks, ND. Mr. Dihle is a CPA licensed with
the state of North Dakota, a member of the AICPA and an attorney
licensed with the state of Colorado. Mr. Dihle has been employed as
an attorney and has been principal of Corporate Legal, LLC in
Centennial Colorado since 1996 and was concurrently employed at
Spencer Edwards, Inc., a securities brokerage firm from 2002 until
November 2013 in various capacities as a general and financial
principal. Mr. Dihle has been the Chairman of Board of Directors of
the Company since November 7, 2013, and had previously acted as
general counsel for the Company from September 2009 until February
2011. Mr. Dihle has been a Director of the Company since November
7, 2013.
There is no family relationship between Mr. Dihle
and Ms. Colby nor are there any family relationships between and
any other officer or member of the Company's board of directors.
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.
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CAPITAL FINANCIAL
HOLDINGS, INC.
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By:
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/s/
Gordon Dihle
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Gordon
Dihle
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CEO
& President
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Dated:
May 22, 2017