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 Earliest Event Reported): | May 9, 2013 |
Ladenburg Thalmann Financial Services Inc.
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(Exact name of registrant as specified in its charter)
Florida | 001-15799 | 650701248 |
_____________________
(State or other jurisdiction |
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(Commission |
______________
(I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
4400 Biscayne Blvd., 12th Floor, Miami, Florida | 33137 | |
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(Address of principal executive offices) |
___________
(Zip Code) |
Registrants telephone number, including area code: | (212) 409-2000 |
Not Applicable
______________________________________________
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 5.07 Submission of Matters to a Vote of Security Holders.
Ladenburg Thalmann Financial Services Inc. held its 2013 annual meeting of shareholders on May 9, 2013. Listed below are the matters voted upon and the final results of such voting:
1. Our shareholders elected each of the individuals nominated for election for a one-year term and
until their successors are elected and qualified as follows:
Name
For
Authority Withheld
Broker Non-Votes
128,968,262
7,728,392
30,335,359
120,722,933
15,973,721
30,335,359
129,218,619
7,478,035
30,335,359
129,469,829
7,226,825
30,335,359
129,495,571
7,201,083
30,335,359
129,058,113
7,638,541
30,335,359
129,384,278
7,312,376
30,335,359
120,681,112
16,015,542
30,335,359
129,485,321
7,211,333
30,335,359
129,335,986
7,360,668
30,335,359
129,103,554
7,593,100
30,335,359
129,356,236
7,340,418
30,335,359
2. Our shareholders approved, on an advisory basis, the proposal for executive compensation as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||
126,837,484
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1,941,781 | 7,917,389 | 30,335,359 |
3. Our shareholders approved an amendment to our Articles of Incorporation to increase the number of shares of common stock authorized from 400,000,000 to 600,000,000 as follows:
For | Against | Abstain | Broker Non-Votes | |||||||
155,583,626
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4,995,873 | 6,452,514 | N/A |
A copy of the Articles of Amendment to the Articles of Incorporation, as filed with the Secretary of State of the State of Florida on May 9, 2013, is attached hereto as Exhibit 3.1 and incorporated herein by reference.
4. Our shareholders approved an amendment to our Articles of Incorporation to increase the number of shares of preferred stock authorized from 2,000,000 to 25,000,000 as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||
112,589,970
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18,335,201 | 5,771,483 | 30,335,359 |
A copy of the Articles of Amendment to the Articles of Incorporation, as filed with the Secretary of State of the State of Florida on May 9, 2013, is attached hereto as Exhibit 3.1 and incorporated herein by reference.
5. Our shareholders ratified the selection of EisnerAmper LLP as our independent registered public accounting firm for 2013 as follows:
For | Against | Abstain | Broker Non-Votes | |||||||
159,934,891
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1,523,271 | 5,573,851 | N/A |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit |
Description
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3.1 |
Articles of Amendment to the Articles of Incorporation, as amended.
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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.
Ladenburg Thalmann Financial Services Inc. | ||||
May 15, 2013 | By: |
/s/ Brett H. Kaufman
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Name: Brett H. Kaufman | ||||
Title: Senior Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No.
Description
Articles of Amendment to the Articles of Incorporation, as amended.
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
LADENBURG THALMANN FINANCIAL SERVICES INC.
Pursuant to Section 607.1006 of the
Florida Business Corporation Act
The undersigned Senior Vice President Business and Legal Affairs of Ladenburg Thalmann Financial Services Inc. (Corporation), DOES HEREBY CERTIFY:
FIRST : The name of the Corporation is Ladenburg Thalmann Financial Services Inc.
SECOND : The Articles of Incorporation of the Corporation is hereby amended by deleting the first sentence of Article III in its entirety and by substituting the following new first sentence in lieu thereof:
The aggregate number of shares of which of the Corporation shall have authority to issue is six hundred twenty-five million (625,000,000) shares, of which six hundred million (600,000,000) shares shall be Common Stock, par value $.0001 per share, and of which twenty-five million (25,000,000) shares shall be Preferred Stock, par value $.0001 per share.
THIRD : The foregoing Amendment to the Articles of Incorporation was duly approved by the Corporations Board of Directors on March 28, 2013 in accordance with the provisions of Section 607.1003 of the Florida Business Corporation Act and thereafter was duly adopted by the Corporations shareholders by a sufficient number of votes cast for the approval of the amendment at a shareholders meeting on May 9, 2013 in accordance with the provisions of Sections 607.1003 and 607.0725 of the Florida Business Corporation Act.
IN WITNESS WHEREOF, I have executed this Certificate of Amendment this 9 th day of May, 2013.
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/s/ Brian L. Heller
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Brian L. Heller
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Senior Vice President-
Business and Legal
Affairs
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