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
June 1, 2011
Date of Report (Date of earliest event reported)
FBR Capital Markets Corporation
(Exact Name of Registrant as Specified in its Charter)
Virginia
(State or Other Jurisdiction of Incorporation)
001-33518 20-5164223
(Commission File Number) (IRS Employer Identification No.)
1001 Nineteenth Street North
Arlington, VA 22209
(Address of Principal Executive Office) (Zip Code)
(703) 312-9500
(Registrant's Telephone Number, Including Area Code)
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 14a12 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.
(a) The Annual Meeting of Shareholders of FBR Capital Markets Corporation was held on June 1, 2011.
(b) The results of the matters submitted to a shareholder vote at the annual meeting were as follows:
1. Shareholders elected the nine director nominees named in the Proxy Statement:
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Nominee
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Votes in Favor
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Votes Withheld
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Broker Non-votes
|
|
Reena Aggarwal
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48,792,072
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521,844
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6,650,453
|
|
Eric F. Billings
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48,702,392
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548,524
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6,650,453
|
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Richard J. Hendrix
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48.700,497
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550,419
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6,650,453
|
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Thomas J. Hynes, Jr.
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48,526,370
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724,546
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6,650,453
|
|
Adam J. Klein
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48,651,139
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599,777
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6,650,453
|
|
Richard A. Kraemer
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48,728,465
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522,451
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6,650,453
|
|
Ralph S. Michael, III
|
47,359,460
|
1,891,456
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6,650,453
|
|
Thomas S. Murphy Jr.
|
35,937,720
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13,313,196
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6,650,453
|
|
Arthur J. Reimers
|
48,476,793
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774,123
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6,650,453
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2. Shareholders approved amendments to the Amended and Restated Articles of Incorporation to change the Company’s name to FBR & Co.
|
Votes in Favor
|
Votes Against
|
Votes Abstaining
|
Broker Non-votes
|
|
55,608,542
|
249,248
|
43,650
|
0
|
3. Shareholders approved an amendment to the 2007 Employee Stock Purchase Plan to increase the shares available by 1,000,000 shares.
|
Votes in Favor
|
Votes Against
|
Votes Abstaining
|
Broker Non-votes
|
|
46,011,542
|
681,842
|
2,557,532
|
6,650,453
|
4. Shareholders approved the Advisory Vote on Executive Compensation.
|
Votes in Favor
|
Votes Against
|
Votes Abstaining
|
Broker Non-votes
|
|
35,989,375
|
10,793,415
|
2,468,126
|
6,650,453
|
5. Shareholders approved an Annual Advisory Vote on Executive Compensation.
|
One Year
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Two Years
|
Three Years
|
Votes Abstaining
|
Broker Non-votes
|
|
43,884,300
|
2,571
|
2,781,270
|
2,582,775
|
6,650,453
|
6. Shareholders ratified the appointment of PricewaterhouseCoopers LLC as the Company’s Independent auditor for 2011.
|
Votes in Favor
|
Votes Against
|
Votes Abstaining
|
Broker Non-votes
|
|
55,862,803
|
36,865
|
1,700
|
0
|
(d) In light of the results of the advisory vote on the frequency of say on pay votes, our Board determined that we hold an advisory say on pay vote annually. Our Compensation Committee will reevaluate this determination after the next shareholder advisory vote on the frequency of say on pay votes.
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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FBR Capital Markets Corporation
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Date: June 3, 2011
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By:
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/s/ Bradley J. Wright
Bradley J. Wright
Executive Vice President and Chief Financial Officer
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