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 4, 2012

 

RODMAN & RENSHAW CAPITAL GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware   001-33737   84-1374481
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

 

 

1251 Avenue of the Americas, New York, New York   10020
(Address Of Principal Executive Office)   (Zip Code)

 

Registrant's telephone number, including area code (212) 356-0500

 

 

 
(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:

 

[ ]

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 Vote of Security Holders.

 

On May 4, 2012, Rodman & Renshaw Capital Group, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders. At that meeting, stockholders holding approximately 86% of the eligible votes:

 

·Elected the seven director nominees to serve until the next annual meeting of the Company’s stockholders or until their respective successors have been duly elected and qualified;
·Approved the proposed amendment to the Company’s charter to change the Company’s name to Direct Markets Holding Corp.;
·Approved the proposed amendment to the Company’s 2010 Stock Award and Incentive Plan; and
·Ratified the appointment of KPMG LLP as the Company’s independent auditors for the 2012 fiscal year.

 

The specific votes were as follows:

 

1. The election of directors:

NAME VOTES

BROKER

NON-VOTES

FOR WITHHELD
Wesley K. Clark 17,895,195 1,107,227 10,115,779
Winston Churchill 18,506,908 495,514 10,115,779
Marvin I. Haas 18,314,964 687,458 10,115,779
Edward Rubin 18,525,158 477,264 10,115,779
Richard M. Cohen 18,673,928 328,494 10,115,779
Anthony M. Sanfilippo 18,537,738 464,684 10,115,779
Mark L. Friedman 18,445,054 557,368 10,115,779

 

2.Amendment to the Company’s charter to effect name change:
VOTES

BROKER

NON-VOTES

FOR AGAINST ABSTAIN
26,316,095 1,546,830 1,255,276 0

 

3.Amendment to the Company’s 2010 Stock Award and Incentive Plan:
VOTES

BROKER

NON-VOTES

FOR AGAINST ABSTAIN
16,078,962 1,665,650 1,257,810 10,115,779

 

4.Ratification of KPMG LLP:
VOTES
FOR AGAINST ABSTAIN
26,777,977 1,125,904 1,214,320

 

* * * * *

 

 

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.

Rodman & Renshaw Capital Group, Inc.

 

 

Dated: May 8, 2012

 

By:

/s/ David J. Horin

     

David J. Horin
Chief Financial Officer