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 12, 2013
FXCM Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34986 | 27-3268672 | ||
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer | ||
| Incorporation) | Identification No.) |
55 Water St. FL 50, New York, NY, 10041
(Address of Principal Executive Offices) (Zip Code)
(646) 432-2986
(Registrant’s Telephone Number, Including Area Code)
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:
| ¨ | 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
FXCM Inc. (the “Company”) held its annual meeting of shareholders on June 12, 2013 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2013 (File No. 001-34986). There were 81,616,291 shares of common stock entitled to be voted and 72,831,416 shares present in person or by proxy, at the Annual Meeting. The matters voted upon at the Annual Meeting and the final results of the votes were as follows:
Proposal 1 – Election of Directors
Each of the following nominees for director was elected to hold office until the next annual meeting of shareholders and until his or her successor is duly elected and qualified. The final voting results are set forth below:
| Dror (Drew) Niv | For | 67,014,558 | ||||
| Withheld | 202,691 | |||||
| Broker non-votes | - | |||||
| David Sakhai | For | 66,277,977 | ||||
| Withheld | 939,272 | |||||
| Broker non-votes | - | |||||
| William Ahdout | For | 65,877,628 | ||||
| Withheld | 1,339,621 | |||||
| Broker non-votes | - | |||||
| James Brown | For | 67,103,784 | ||||
| Withheld | 113,465 | |||||
| Broker non-votes | - | |||||
| Robin Davis | For | 67,111,703 | ||||
| Withheld | 105,546 | |||||
| Broker non-votes | - | |||||
| Perry Fish | For | 67, 109,892 | ||||
| Withheld | 107,357 | |||||
| Broker non-votes | - | |||||
| Kenneth Grossman | For | 65,877,928 | ||||
| Withheld | 1,339,321 | |||||
| Broker non-votes | - | |||||
| Eric LeGoff | For | 67,118,076 | ||||
| Withheld | 99,173 | |||||
| Broker non-votes | - | |||||
|
Arthur Gruen |
For |
67,117,718 |
||||
| Withheld | 99,531 | |||||
| Broker non-votes | - | |||||
| Ryan Silverman | For | 67,104,142 | ||||
| Withheld | 113,107 | |||||
| Broker non-votes | - | |||||
| Eduard Yusupov | For | 66,277,677 | ||||
| Withheld | 939,572 | |||||
| Broker non-votes | - | |||||
Proposal 2 – Approval of the Amendment to the FXCM Inc. 2010 Long-Term Incentive Plan
The amendment to the FXCM Inc. 2010 Long-Term Incentive Plan was approved. The final voting results are set forth below:
| For | 61,185,413 | ||
| Against | 6,020,634 | ||
| Abstain | 11,202 | ||
| Broker non-votes | - |
Proposal 3- Ratification of Independent Registered Public Accounting Firm
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified. The final voting results are set forth below:
| For | 72,483,173 | ||
| Against | 329,511 | ||
| Abstain | 18,732 | ||
| Broker non-votes | - |
Proposal 4 – Non-Binding Advisory Vote on Executive Compensation
The resolution to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers was approved. The final voting results are set forth below:
| For | 61,146,111 | ||
| Against | 159,836 | ||
| Abstain | 5,911,302 | ||
| Broker non-votes | 5,614,167 |
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.
|
FXCM INC.
| |||
| By: | /s/David Sassoon | ||
| Name: | David Sassoon | ||
| Title: | General Counsel | ||
Date: June 14, 2013