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): June 7, 2012

GFI GROUP INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 968-4100

Not Applicable

(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):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c)

Item 5.07.    Submission of Matters to a Vote of Security Holders.

The Company’s 2012 annual meeting of stockholders (the “Annual Meeting”) was held on June 7, 2012. A summary of the matters voted on at the Annual Meeting by the Company’s stockholders is set forth below.

1.                               The Company’s stockholders elected each of the following directors to serve until the Company’s 2015 annual meeting of stockholders and until their respective successors have been duly elected and qualified by the following votes:

2.                               The Company’s stockholders ratified the appointment of PricewaterhouseCoopers, LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2012 by the following votes:

3.                               The Company’s stockholders approved the Amendment to the GFI Group Inc. 2008 Equity Incentive Plan by the following votes:

Item 9.01.    Financial Statements and Exhibits

(d)  Exhibits:

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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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