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 16, 2011 (May 12, 2011)
Duff & Phelps Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-33693
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20-8893559
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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55 East 52nd Street, New York, New York
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10055
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (212) 871-2000
N/A
(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):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders
Duff & Phelps Corporation (the “Company”) held its annual meeting of stockholders on May 12, 2011. Holders of Class A Common Stock and Class B Common Stock voted together as a single class on all matters presented at the meeting. Set forth below is a brief description of each matter voted upon at the meeting and the voting results with respect to each matter.
1. A proposal to elect seven (7) directors to serve until the next annual meeting of stockholders.
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Nominee
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For
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Withheld
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Broker Non-Votes
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|||||||||
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Noah Gottdiener
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33,929,597 | 975,206 | - | |||||||||
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Robert M. Belke
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34,545,012 | 359,791 | - | |||||||||
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Peter W. Calamari
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34,539,711 | 365,092 | - | |||||||||
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William R. Carapezzi
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31,464,578 | 3,440,225 | - | |||||||||
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Harvey M. Krueger
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34,809,116 | 95,687 | - | |||||||||
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Sander M. Levy
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34,544,512 | 360,291 | - | |||||||||
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Jeffrey D. Lovell
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34,814,672 | 90,131 | - | |||||||||
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Total:
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- | - | 2,011,329 | |||||||||
2. An advisory vote on executive compensation.
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Voted For
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Voted Against
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Abstentions
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Broker Non-Votes
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29,899,675
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3,613,359
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1,391,769
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2,011,329 | ||||||
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3.
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An advisory vote on the frequency of stockholder advisory votes on executive compensation.
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One Year
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Two Years
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Three Years
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Abstain
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13,981,390
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501,208
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19,034,705
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1,387,500 | ||||||
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In light of the voting results with respect to the frequency of stockholder votes on executive compensation, the Company currently intends to hold an advisory vote on executive compensation every three years, until the next stockholder advisory vote on the frequency of the advisory vote to approve executive compensation.
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4.
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A proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
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Voted For
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Voted Against
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Abstentions
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36,912,044
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3,504
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584
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SIGNATURE
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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DUFF & PHELPS CORPORATION
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Dated: May 16, 2011
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By:
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/s/ Edward S. Forman | |
| Name: Edward S. Forman | |||
| Title: Executive Vice President, General Counsel and Secretary | |||