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 18, 2016

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)
     
Registrant’s telephone number, including area code:   (305) 572-4100

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))

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Item 5.07 Submission of Matters to a Vote of Security Holders.

Ladenburg Thalmann Financial Services Inc., a Florida corporation (the “ Company ”) held its 2016 annual meeting of shareholders on May 18, 2016. Listed below are the matters voted upon and the final results of such voting:

1. The Company’s shareholders elected the individuals named below to serve as the Company’s directors until the next annual meeting of shareholders or until their respective successors are elected and qualified:

                         
Name   For   Authority Withheld   Broker Non-Votes
Henry C. Beinstein
    125,631,044       672,161       37,344,765  
Phillip Frost, M.D.
    117,820,920       8,482,285       37,344,765  
Brian S. Genson
    124,769,311       1,533,894       37,344,765  
Saul Gilinski
    125,714,075       589,130       37,344,765  
Dr. Richard M. Krasno
    125,667,019       636,186       37,344,765  
Richard J. Lampen
    125,656,254       646,951       37,344,765  
Howard M. Lorber
    116,885,175       9,418,030       37,344,765  
Jeffrey S. Podell
    125,692,551       610,654       37,344,765  
Jacqueline M. Simkin
    125,675,206       627,999       37,344,765  
Mark Zeitchick
    125,313,613       989,592       37,344,765  

2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers:

                         
For   Against   Abstain   Broker Non-Votes
122,461,987
    3,442,229       398,989       37,344,765  

3. The Company’s shareholders selected one year as the frequency of future advisory votes on executive compensation. The vote on such proposal was as follows:

                                 
One Year   Two Years   Three Years   Abstain   Broker Non-Votes
120,977,432
    465,700       4,661,347       198,726       37,344,765  

In accordance with its prior recommendation that an advisory vote on the compensation of the Company’s named executive officers occur every year and the shareholder voting results at the Annual Meeting, in which one year received a plurality of the votes cast, the board of directors of the Company has determined that future advisory votes on the compensation of the Company’s named executive officers will occur every year until the next advisory vote regarding frequency.

4. Approval of an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock authorized from 800,000,000 to 1,000,000,000 as follows:

                     
For   Against   Abstain   Broker Non-Votes
157,621,130
    5,365,184       661,656     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 18, 2016, is attached hereto as Exhibit 3.1 and incorporated herein by reference.

5. Approval of an amendment to the Company’s Articles of Incorporation to increase the number of shares of preferred stock authorized from 25,000,000 to 50,000,000 as follows:

                         
For   Against   Abstain   Broker Non-Votes
111,021,623
    15,182,463       99,119       37,344,765  

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 18, 2016, is attached hereto as Exhibit 3.1 and incorporated herein by reference.

6. Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for 2016:

                     
For   Against   Abstain   Broker Non-Votes
162,727,262
    805,606       115,102     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.

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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 20, 2016   By:   /s/ Brett H. Kaufman
       
        Name: Brett H. Kaufman
        Title: Senior Vice President and Chief Financial Officer

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Exhibit Index


     
Exhibit No.   Description
 
3.1
  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 one billion fifty million (1,050,000,000) shares, of which one billion (1,000,000,000) shares shall be “Common Stock,” par value $.0001 per share, and of which fifty million (50,000,000) shares shall be “Preferred Stock,” par value $.0001 per share.”

      THIRD : These Amended Articles were adopted and approved (i) on April 5, 2016 by the Corporation’s Board of Directors and (ii) on May 18, 2016 by the Corporation’s shareholders by a sufficient number of votes cast for approval of these Amended Articles at the Corporation’s 2016 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 18 th day of May, 2016.

                                 
       
 
                       
       
 
                       
         
       
        /s/ Brian L. Heller 
       
         
       
        Brian L. Heller 
       
        Senior Vice President- Business and Legal Affairs