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): | June 25, 2014 |
Ladenburg Thalmann Financial Services Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Florida | 001-15799 | 650701248 |
_____________________
(State or other jurisdiction |
_____________
(Commission |
______________
(I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
4400 Biscayne Blvd., 12th Floor, Miami, Florida | 33137 | |
_________________________________
(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., a Florida corporation (the Company ) held its 2014 annual meeting of shareholders on June 25, 2014. Listed below are the matters voted upon and the final results of such voting:
1. The Companys shareholders elected the individuals named below to serve as the Companys
directors until the next annual meeting of shareholders or until their respective successors are
elected and qualified:
Name
For
Authority Withheld
Broker Non-Votes
114,886,083
4,204,264
35,612,783
106,622,280
12,468,067
35,612,783
115,002,568
4,087,779
35,612,783
118,414,905
675,442
35,612,783
118,429,638
660,709
35,612,783
114,912,665
4,177,682
35,612,783
118,256,841
833,506
35,612,783
117,437,555
1,652,792
35,612,783
118,424,605
665,742
35,612,783
118,242,541
847,806
35,612,783
114,909,413
4,180,934
35,612,783
118,262,236
828,111
35,612,783
2. Approval of a non-binding advisory resolution regarding the compensation of the Companys named executive officers:
For | Against | Abstain | Broker Non-Votes | |||||||||
117,843,344
|
1,120,438 | 126,565 | 35,612,783 |
3. Approval of an amendment to the Companys Articles of Incorporation to increase the number of shares of common stock authorized for issuance from 600,000,000 to 800,000,000 as follows:
For | Against | Abstain | Broker Non-Votes | |||||||
149,133,092
|
4,620,326 | 949,712 | 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 June 25, 2014, is attached hereto as Exhibit 3.1 and incorporated herein by reference.
4. Approval of the Companys Amended and Restated 2009 Incentive Compensation Plan:
For | Against | Abstain | Broker Non-Votes | |||||||||
101,696,628
|
17,114,679 | 279,040 | 35,612,783 |
5. Ratification of the appointment of EisnerAmper LLP as the Companys independent registered public accounting firm for 2014:
For | Against | Abstain | Broker Non-Votes | |||||||
153,840,642
|
629,642 | 232,846 | N/A |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit |
Description
|
|||
|
||||
3.1 |
Articles of Amendment to the Articles of Incorporation, as amended.
|
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. | ||||
June 27, 2014 | By: |
/s/ Brett H. Kaufman
|
||
|
||||
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 THE
ARTICLES OF INCORPORATION
OF
LADENBURG THALMANN FINANCIAL SERVICES INC.
Pursuant to Section 607.1006 of the
Florida Business Corporation Act
Ladenburg Thalmann Financial Services Inc. (the Corporation ), hereby certifies, pursuant to and in accordance with Section 607.1006 of the Florida Business Corporation Act, for the purpose of filing these Articles of Amendment to the Articles of Incorporation of Ladenburg Thalmann Financial Services Inc., as amended (these Amended Articles ), with the Department of State of the State of Florida, that:
FIRST : The name of the Corporation is Ladenburg Thalmann Financial Services Inc.
SECOND : The Articles of Incorporation of the Corporation, as amended, are hereby amended by deleting the first sentence of Article III in its entirety and 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 eight hundred twenty-five million (825,000,000) shares, of which eight hundred million (800,000,000) 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 : These Amended Articles were adopted and approved (i) on May 2, 2014 by the Corporations Board of Directors and (ii) on June 25, 2014 by the Corporations shareholders by a sufficient number of votes cast for approval of these Amended Articles at the Corporations 2014 Annual Meeting of Shareholders.
IN WITNESS WHEREOF, the Corporation has caused these Amended Articles to be executed by a duly authorized officer of the Corporation on this this 25 th day of June, 2014.
|
||||||||
|
||||||||
/s/ Brian L. Heller
|
||||||||
|
||||||||
Brian L. Heller
|
||||||||
Senior Vice President-
Business and Legal
Affairs
|
||||||||