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.
__________________________________________
(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: | | (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 |
| Henry C. Beinstein | | | 128,968,262 | | | | 7,728,392 | | | | 30,335,359 | |
| Dr. Phillip Frost | | | 120,722,933 | | | | 15,973,721 | | | | 30,335,359 | |
| Brian S. Genson | | | 129,218,619 | | | | 7,478,035 | | | | 30,335,359 | |
| Saul Gilinski | | | 129,469,829 | | | | 7,226,825 | | | | 30,335,359 | |
| Dmitry Kolosov | | | 129,495,571 | | | | 7,201,083 | | | | 30,335,359 | |
| Dr. Richard M. Krasno | | | 129,058,113 | | | | 7,638,541 | | | | 30,335,359 | |
| Richard J. Lampen | | | 129,384,278 | | | | 7,312,376 | | | | 30,335,359 | |
| Howard M. Lorber | | | 120,681,112 | | | | 16,015,542 | | | | 30,335,359 | |
| Jeffrey S. Podell | | | 129,485,321 | | | | 7,211,333 | | | | 30,335,359 | |
| Richard J. Rosenstock | | | 129,335,986 | | | | 7,360,668 | | | | 30,335,359 | |
| Jacqueline M. Simkin | | | 129,103,554 | | | | 7,593,100 | | | | 30,335,359 | |
| Mark Zeitchick | | | 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 | | | 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 | | | 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 | | | 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 | | | 1,523,271 | | | | 5,573,851 | | | 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. |
| | | | | |
| May 15, 2013 | | By: | | /s/ Brett H. Kaufman
|
| | | | |
|
| | | | | Name: Brett H. Kaufman |
| | | | | Title: Senior Vice President and Chief Financial Officer |
Exhibit Index
| | | |
| Exhibit No. | | Description |
| |
|
3.1 | | Articles of Amendment to the Articles of Incorporation, as amended. |
