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): June 9, 2011
GFI GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware | | 000-51103 | | 80-0006224 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
55 Water Street New York, NY | | 10041 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 968-4100
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c)
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s 2011 annual meeting of stockholders (the “Annual Meeting”) was held on June 9, 2011. A summary of the matters voted on at the Annual Meeting by the Company’s stockholders is set forth below.
1. The Company’s stockholders elected each of the following directors to serve until the Company’s 2014 annual meeting of stockholders and until their respective successors have been duly elected and qualified by the following votes:
NOMINEE | | FOR | | WITHHELD | | BROKER NON-VOTES | |
| | | | | | | |
Michael Gooch | | 101,548,674 | | 1,278,441 | | 12,512,864 | |
| | | | | | | |
Marisa Cassoni | | 101,909,672 | | 917,443 | | 12,512,864 | |
2. The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2011 by the following votes:
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES | |
115,254,899 | | 51,870 | | 33,210 | | 0 | |
3. The Company’s stockholders approved the Amendment to the GFI Group Inc. 2008 Equity Incentive Plan by the following votes:
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES | |
60,189,110 | | 40,650,741 | | 1,987,264 | | 12,512,864 | |
4. The Company’s stockholders, by non-binding vote, approved the Company’s executive compensation by the following votes:
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES | |
89,362,411 | | 11,480,478 | | 1,984,226 | | 12,512,864 | |
5. The Company’s stockholders, by non-binding vote, approved a frequency of three years for future non-binding votes on executive compensation by the following votes:
One Year | | Two Years | | Three Years | | ABSTAIN | |
40,060,056 | | 184,205 | | 60,590,027 | | 1,992,827 | |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
Exhibit | | Description |
| | |
10.1 | | Third Amendment to the GFI Group Inc. 2008 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 000-51103)) filed with the Securities and Exchange Commission on April 21, 2011) |
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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.
| GFI GROUP INC. |
Date: June 10, 2011 | |
| By: | /s/ Scott Pintoff |
| Name: | Scott Pintoff |
| Title: | General Counsel and Corporate Secretary |
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