UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): July 3, 2019 (July 2, 2019)
OCH-ZIFF CAPITAL MANAGEMENT GROUP INC.
(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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class) | (Trading symbol) | (Name of each exchange on which registered) | ||
| Class A Shares | OZM | New York Stock Exchange |
| Item 5.07. | Submission of Matters to a Vote of Securities Holders. |
| (a) | The Annual Meeting of Shareholders of the Company was held on July 2, 2019. |
| (b) | At the Annual Meeting, the Shareholders: |
(i) elected Richard Ketchum and J. Morgan Rutman as Class III directors to serve for a term of three years and until their successors are duly elected or appointed and qualified; and
(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, 2019.
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 brokernon-votes:
| 1. | Election of Directors |
| Nominee | Votes For | Withheld | Broker Non-Votes | |||||||||
Richard Ketchum | 24,979,008 | 1,247,987 | 8,349,315 | |||||||||
J. Morgan Rutman | 25,017,396 | 1,209,599 | 8,349,315 | |||||||||
| 2. | Ratification of Selection of Independent Registered Public Accounting Firm |
Votes For | 34,435,991 | |||
Votes Against | 54,790 | |||
Abstentions | 85,529 |
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 INC. | ||
| (Registrant) | ||
| By: | /s/ Thomas M. Sipp | |
| Thomas M. Sipp | ||
| Chief Financial Officer and Executive Managing Director | ||
July 3, 2019