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 9, 2014
SUMMIT FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida | 333-108818 | 05-0577932 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
595 South Federal Highway Suite 500 Boca Raton, Florida |
33432 | |
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code (561) 338-2800
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 |
On June 6, 2014, we held a Special Meeting of Shareholders. At the Special Meeting, our shareholders voted to approve the Agreement and Plan of Merger, dated as of November 16, 2013, as amended as of March 17, 2014, referred to as the merger agreement, by and among RCS Capital Corporation, or RCAP, a Delaware corporation, Dolphin Acquisition, LLC, or Merger Sub, a Delaware limited liability company and a wholly owned subsidiary of RCAP, and Summit Financial Services Group, Inc., or Summit, a Florida corporation, and the transactions contemplated by the merger agreement, including the merger of Merger Sub with and into Summit, referred to as the merger. In addition, the shareholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to Summits named executive officers in connection with the merger, and approved the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement (including the plan of merger included therein), the merger and the other transactions contemplated by the merger agreement. The following table reflects the results of the meeting:
Proposal to approve the Agreement and Plan of Merger, dated as of November 16, 2013, as amended as of March 17, 2014, referred to as the merger agreement, by and among RCS Capital Corporation, or RCAP, a Delaware corporation, Dolphin Acquisition, LLC, or Merger Sub, a Delaware limited liability company and a wholly owned subsidiary of RCAP, and Summit Financial Services Group, Inc., or Summit, a Florida corporation, and the transactions contemplated by the merger agreement, including the merger of Merger Sub with and into Summit, referred to as the merger.
SHARES VOTED |
SHARES VOTED FOR |
SHARES VOTED AGAINST |
ABSTAIN |
BROKER NON-VOTES | ||||
15,060,592 |
15,016,028 | 36,564 | 8,000 | 0 |
Proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Summits named executive officers in connection with the merger.
SHARES VOTED |
SHARES VOTED FOR |
SHARES VOTED AGAINST |
ABSTAIN |
BROKER NON-VOTES | ||||
15,060,592 |
14,751,335 | 114,983 | 194,274 | 0 |
Proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement (including the plan of merger included therein), the merger and the other transactions contemplated by the merger agreement
SHARES VOTED |
SHARES VOTED FOR |
SHARES VOTED AGAINST |
ABSTAIN |
BROKER NON-VOTES | ||||
15,060,592 |
15,015,236 | 37,356 | 8,000 | 0 |
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.
SUMMIT FINANCIAL SERVICES GROUP, INC. | ||||||
(Registrant) | ||||||
Date: June 9, 2014 | /s/ Marshall T. Leeds | |||||
Marshall T. Leeds | ||||||
Chairman and Chief Executive Officer |