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
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| 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)
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| 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 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| 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))
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:
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| 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:
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| 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. |
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.
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| | | Ladenburg Thalmann Financial Services Inc. |
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| May 20, 2016 | | By: | | /s/ Brett H. Kaufman
|
| | | | |
|
| | | | | Name: Brett H. Kaufman |
| | | | | Title: Senior Vice President and Chief Financial Officer |
Exhibit Index
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| Exhibit No. | | Description |
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|
3.1 | | Articles of Amendment to the Articles of Incorporation, as amended. |
