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 14, 2015 |
PZENA INVESTMENT MANAGEMENT, INC. | ||
(Exact Name of Registrant as Specified in its Charter) | ||
Delaware | 001-33761 | 20-8999751 | |||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | |||||||
320 Park Avenue, 8th Floor, New York, New York | 10022 |
(Address of Principal Executive Offices) | Zip Code |
Registrant’s Telephone Number, Including Area Code: (212) 355-1600 |
120 West 45th Street, 20th Floor, New York, New York 10036 | ||
(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: o Written communications pursuant to Rule 425 under the Securities Act. o Soliciting material pursuant to Rule 14a-12 under the Exchange Act. o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. | |||||||||
ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The Annual Meeting of Stockholders of Pzena Investment Management, Inc. was held in New York, New York on May 14, 2015. At that meeting, the stockholders considered and acted upon the following proposals:
Proposal 1: Election of Directors. By the vote reflected below, the stockholders elected the following individuals as directors to hold office until the 2016 Annual Meeting of Stockholders of the Company:
Director | Class A Shares “For” | Class B Shares “For” | Class A Shares “Withheld” | Class B Shares “Withheld” | ||||||||
Richard S. Pzena | 7,724,980 | 231,438,070 | 276,316 | 0 | ||||||||
John P. Goetz | 7,514,935 | 231,438,070 | 486,361 | 0 | ||||||||
William L. Lipsey | 7,515,035 | 231,438,070 | 486,261 | 0 | ||||||||
Steven M. Galbraith | 7,235,440 | 231,438,070 | 765,856 | 0 | ||||||||
Joel M. Greenblatt | 6,807,498 | 231,438,070 | 1,193,798 | 0 | ||||||||
Richard P. Meyerowich | 7,234,065 | 231,438,070 | 767,231 | 0 | ||||||||
Charles D. Johnston | 7,233,876 | 231,438,070 | 767,420 | 0 | ||||||||
Proposal 2: Ratification of Independent Auditors. The stockholders voted to ratify the appointment of KPMG LLP as independent auditors for the Company for its fiscal year ending December 31, 2015. Voting was as follows:
FOR | AGAINST | ABSTAIN | |||||||
Class A common stock | 10,309,672 | 3,000 | — | ||||||
Class B common stock | 231,438,070 | 0 | 0 | ||||||
Proposal 3: Ratification of the Amendment to the Pzena Investment Management, LLC Amended and Restated 2006 Equity Incentive Plan:
FOR | AGAINST | ABSTAIN | |||||||
Class A common stock | 7,141,183 | 735,379 | 124,734 | ||||||
Class B common stock | 231,438,070 | 0 | 0 | ||||||
Proposal 4: Ratification of the Amendment to the Pzena Investment Management, LLC Amended and Restated Bonus Plan:
FOR | AGAINST | ABSTAIN | |||||||
Class A common stock | 7,744,896 | 131,261 | 125,139 | ||||||
Class B common stock | 231,438,070 | 0 | 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.
Pzena Investment Management, Inc. | |||
Dated: May 18, 2015 | By: | /s/Joan Berger | |
Name: Joan Berger | |||
Title: General Counsel | |||