Item 5.07.Submission of Matters to a Vote of Security Holders.
On November 13, 2012, The First Marblehead Corporation (the “Corporation”) held its 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”). A total of 67,262,021 shares of common stock were present or represented by proxy at the 2012 Annual Meeting, representing 65.85% of the issued and outstanding shares entitled to vote at the 2012 Annual Meeting.
On November 13, 2012, the independent inspector of elections for the 2012 Annual Meeting delivered its final results, which reported that the seven nominees listed below were elected to the Corporation’s Board of Directors, KPMG LLP was ratified as the Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2013 and the compensation of the Corporation’s named executive officers was, on an advisory basis, approved.
Proposal One — Election of Directors. On the recommendation of the Corporation’s nominating and corporate governance committee, the Corporation’s Board of Directors nominated Nancy Y. Bekavac, Dort A. Cameron III, George G. Daly, Peter S. Drotch, Thomas P. Eddy, William D. Hansen and Daniel Meyers for election as directors, each with terms to expire at the Corporation’s next annual meeting of stockholders. The final results were as follows:
| Board of Directors Nominees | | For | | Withheld | | Broker Non-Votes |
| Nancy Y. Bekavac | | 39,983,945 | | 7,153,619 | | 20,124,457 |
| Dort A. Cameron III | | 39,698,107 | | 7,439,457 | | 20,124,457 |
| George G. Daly | | 39,790,394 | | 7,347,170 | | 20,124,457 |
| Peter S. Drotch | | 40,328,030 | | 6,809,534 | | 20,124,457 |
| Thomas P. Eddy | | 40,498,005 | | 6,639,559 | | 20,124,457 |
| William D. Hansen | | 39,856,116 | | 7,281,448 | | 20,124,457 |
| Daniel Meyers | | 40,263,584 | | 6,873,980 | | 20,124,457 |
Proposal Two — Ratification of Appointment of Independent Registered Public Accounting Firm. The Corporation’s audit committee, consisting of independent members of its Board of Directors, had appointed the firm of KPMG LLP to serve as its independent registered public accounting firm for the fiscal year ending June 30, 2013. KPMG LLP has been the Corporation’s independent registered public accounting firm since its inception in 1991. Although stockholder approval of the appointment of KPMG LLP is not required by the Corporation’s by-laws or other applicable legal requirements, the Corporation believes that it is advisable to give stockholders an opportunity to ratify this appointment. The final results were as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 65,846,665 | | 1,315,292 | | 100,064 | | 0 |
Proposal Three — Approval, on an Advisory Basis, of the Compensation of the Corporation’s Named Executive Officers. In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Corporation provided its stockholders the opportunity to approve the compensation of the Corporation’s named executive officers as disclosed in the Corporation’s 2012 proxy statement dated September 27, 2012 and which was filed with the Securities and Exchange Commission on October 3, 2012 (the “2012 Proxy Statement”). Although stockholder approval of the Corporation’s compensation plans for its named executive officers is advisory in nature and not binding on the Corporation, the Corporation’s Board of Directors intends to carefully consider the resulting stockholder vote. The final results were as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 39,071,737 | | 8,036,049 | | 29,778 | | 20,124,457 |
See the 2012 Proxy Statement for additional information on the 2012 Annual Meeting and the foregoing proposals.
Item 7.01. Regulation FD Disclosure.
On November 9, 2012, The First Marblehead Corporation (the “Corporation”) announced that Daniel Meyers, Chairman of the Board, Chief Executive Officer and President will be presenting at the Sandler O’Neill + Partners 2012 East Coast Financial Services Conference on Thursday, November 15, 2012, at 9:45 AM Eastern Time. The conference will be held at the Turnberry Isle Miami, Aventura, Florida. A copy of the Corporation’s press release is furnished as Exhibit 99.1 to this current report of Form 8-K.
Investors and other interested parties are invited to listen to the presentation via a simultaneous internet broadcast available through the Corporation’s website at www.firstmarblehead.com, under “For Investors,” or by dialing (877) 253-8059 and entering the pass code 8309199648. A replay will be available approximately one hour after completion of the presentation on the Corporation’s website. The replay will be available for 30 days.
A copy of the Corporation’s presentation is furnished as Exhibit 99.2 to this current report on Form 8-K and incorporated under this Item 7.01 by reference. The presentation can also be found on the Corporation’s website, www.firstmarblehead.com, by clicking “For Investors,” then “News & Market Data” and then “Presentations.”
The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.