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, 2017 (May 9, 2017)
 
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Delaware
 
001-33805
 
26-0354783
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
9 West 57th Street, New York, New York
 
10019
(Address of Principal Executive Offices)
 
(Zip Code)
212-790-0000
(Registrant’s Telephone Number, Including Area Code)
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 ( see General Instruction A.2. below):
¨
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 Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
(e) On May 9, 2017, the shareholders of Och-Ziff Capital Management Group LLC (the “Company”) approved the adoption of an amendment (the “Plan Amendment”) to the Company’s 2013 Incentive Plan (as amended, the “Amended 2013 Plan”), which was previously approved by the Company’s Compensation Committee and Board of Directors. The Amended 2013 Plan provides that the Company or certain participating subsidiaries or affiliates may grant or sell equity-based awards based on or consisting of Class A Shares, Class B Shares, and interests in the members of the Och-Ziff Operating Group.
A summary of the Plan Amendment was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2017 (the “Definitive Proxy Statement”) in connection with the 2017 Annual Meeting of Shareholders, under the section entitled “Proposal No. 3—Approval of the Adoption of the Amendment of the Company’s 2013 Incentive Plan” beginning on page 21 of the Definitive Proxy Statement. The summary of the Plan Amendment in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the Plan Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Securities Holders.
(a) The Annual Meeting of Shareholders of the Company was held on May 9, 2017.
(b) At the Annual Meeting, the Shareholders:
(i) elected William P. Barr and Allan S. Bufferd as Class I directors to serve for a term of three years and until their successors are duly elected or appointed and qualified;
(ii) ratified the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2017;
(iii) approved the adoption of the amendment of the Company’s 2013 Incentive Plan;
(iv) approved, by a non-binding advisory vote, the compensation of the Named Executive Officers of the Company (the “Say-on-Pay Vote”);
(v) selected, by a non-binding advisory vote, the frequency of future Say-on-Pay Votes to be every three years.
Set forth below, with respect to each matter above are, as applicable, the number of votes cast for or against, the number of abstentions and the number of broker non-votes:
1.
Election of Directors 
Nominee
Votes For
 
Withheld
 
Broker Non-Votes
William P. Barr
339,821,810

 
1,022,244

 
53,961,681

Allan S. Bufferd
336,930,056

 
3,913,998

 
53,961,681





2.
Ratification of Selection of Independent Registered Public Accounting Firm
Votes For
392,696,815

Votes Against
1,686,556

Abstentions
422,364

3.
Amendment to the Company’s 2013 Incentive Plan
Votes For
290,824,288

Votes Against
49,229,157

Abstentions
790,609

Broker Non-Votes
53,961,681

4.
Advisory Vote on Executive Compensation
Votes For
323,620,549

Votes Against
16,408,471

Abstentions
815,034

Broker Non-Votes
53,961,681

5.
Advisory Vote on Frequency of Future Say-on-Pay Votes
One Year
291,200,324

Two Years
141,612

Three Years
48,657,432

Abstentions
844,686

Broker Non-Votes
53,961,681

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits





SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
 
(Registrant)
 
 
 
 
By:
 
/s/ Alesia J. Haas
 
 
 
Alesia J. Haas
 
 
 
Chief Financial Officer and
Executive Managing Director
May 9, 2017




Exhibit Index
Exhibit 
No.
  
Description
  



Exhibit 10.1


Amendment to The Och-Ziff Capital Management Group LLC 2013 Incentive Plan
The Och-Ziff Capital Management Group LLC 2013 Incentive Plan (the “Plan”) is hereby amended as follows, effective May 9, 2017:
1.
Subsection (a) of Section 4 of the Plan by deleting and replacing it with the following:
“Subject to Section 5, the maximum number of Class A Shares that may be delivered pursuant to Awards shall be 231,250,788 Class A Shares, as increased on the first day of each fiscal year beginning in fiscal year 2018 by a number of Class A Shares equal to 15 percent (15%) of the increase, if any, in the number of outstanding Class A Shares from the number of outstanding Class A Shares on the first day of the immediately preceding fiscal year (in each case, calculated assuming the exchange of all Och-Ziff Operating Group A Units, Och-Ziff Operating Group D Units and Och-Ziff Operating Group P Units (each as defined in the LLC Agreement) for Class A Shares).
2.
Except as amended above, the Plan shall remain in full force and effect.