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) | April 23, 2012 (April 19, 2012) |
Duff & Phelps Corporation |
(Exact name of registrant as specified in its charter) |
Delaware | 001-33693 | 20-8893559 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
55 East 52nd Street, 31st Floor, New York, New York | 10055 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code | (212) 871-2000 |
N/A |
(Former name of 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):
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 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
Duff & Phelps Corporation (the "Company") held its annual meeting of stockholders on April 19, 2012. 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 nine (9) directors to serve until the next annual meeting of stockholders: |
Nominee | Voted For | Withheld | Broker Non-Votes | |||||||
Noah Gottdiener | 36,260,924 | 208,645 | — | |||||||
Robert M. Belke | 34,329,676 | 2,139,893 | — | |||||||
Peter W. Calamari | 34,327,706 | 2,141,863 | — | |||||||
William R. Carapezzi | 36,348,661 | 120,908 | — | |||||||
John A. Kritzmacher | 36,350,707 | 118,862 | — | |||||||
Harvey A. Krueger | 25,542,438 | 10,927,131 | — | |||||||
Sander M. Levy | 34,323,419 | 2,146,150 | — | |||||||
Jeffrey D. Lovell | 36,354,707 | 114,862 | — | |||||||
Gordon A. Paris | 36,350,707 | 118,862 | — | |||||||
Total | — | — | 1,515,146 | |||||||
2. | A proposal to approve the Company's Executive Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986: |
Voted For | Voted Against | Abstentions | Broker Non-Votes | |||||||||
34,478,533 | 703,312 | 1,287,724 | 1,515,146 | |||||||||
3. | A proposal to approve the amendments to the Company's Amended and Restated 2007 Omnibus Stock Incentive Plan: |
Voted For | Voted Against | Abstentions | Broker Non-Votes | |||||||||
23,937,671 | 11,286,261 | 1,245,637 | 1,515,146 | |||||||||
4. | A proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2012: |
Voted For | Voted Against | Abstentions | |||||||
37,824,535 | 66,122 | 94,058 | |||||||
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.
DUFF & PHELPS CORPORATION |
/s/ Edward S. Forman |
Edward S. Forman |
Executive Vice President, General Counsel & Secretary |
Dated: April 23, 2012