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 8, 2017
INVESTMENT TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-32722 |
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95-2848406 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
One Liberty Plaza, 165 Broadway |
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10006 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (212) 588-4000
(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 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As noted below under Item 5.07, on June 8, 2017, the stockholders of Investment Technology Group, Inc. (the Company) approved the Amended and Restated Investment Technology Group, Inc. 2007 Omnibus Equity Compensation Plan (the 2007 Plan) at the annual meeting of stockholders (the Annual Meeting). The material terms of the 2007 Plan are summarized on pages 68 through 78 of the Companys definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2017 (the Proxy Statement), which description is incorporated by reference herein. This description of the 2007 Plan is qualified in its entirety by reference to the actual terms of the 2007 Plan, which are set forth in Appendix A to the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on June 8, 2017. The stockholders elected all of the Companys nominees for director, approved on an advisory basis the compensation of the Companys named executive officers, approved on an advisory basis the frequency of future advisory votes on the compensation of the Companys named executive officers, approved the 2007 Plan and ratified the appointment of KPMG LLP as the companys independent registered public accounting firm for the fiscal year ending December 31, 2017. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.
(a) Election of directors:
Name of Director |
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Shares For |
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Shares |
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Shares |
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Broker Non-Votes |
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Brian G. Cartwright |
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26,479,938 |
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522,598 |
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3,753 |
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3,570,025 |
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Minder Cheng |
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26,012,871 |
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989,665 |
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3,753 |
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3,570,025 |
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Timothy L. Jones |
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26,360,968 |
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641,519 |
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3,802 |
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3,570,025 |
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R. Jarrett Lilien |
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26,293,031 |
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709,053 |
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4,205 |
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3,570,025 |
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Kevin J. Lynch |
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26,486,585 |
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515,854 |
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3,850 |
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3,570,025 |
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Lee M. Shavel |
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26,584,923 |
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417,035 |
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4,331 |
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3,570,025 |
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Francis J. Troise |
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26,575,271 |
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427,564 |
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3,454 |
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3,570,025 |
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Steven S. Wood |
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26,195,701 |
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806,784 |
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3,804 |
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3,570,025 |
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(b) Advisory vote to approve the compensation of the Companys named executive officers:
Shares For |
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Shares Against |
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Shares Abstain |
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Broker Non-Votes |
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22,394,095 |
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4,581,334 |
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30,860 |
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3,570,025 |
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(c) Advisory vote on the frequency of future advisory votes on the compensation of the Companys named executive officers:
1 year |
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2 years |
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3 years |
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Shares Abstain |
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Broker Non-Votes |
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22,330,219 |
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65,259 |
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4,594,909 |
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15,902 |
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3,570,025 |
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A majority of the votes cast by stockholders voted, on an advisory basis, to hold future advisory votes to approve the compensation of the Companys named executive officers every year. In line with this recommendation by our stockholders, the Board of Directors of the Company has decided that it will include an advisory stockholder vote to approve the compensation of the Companys named executive officers in its proxy materials every year until the next required vote on the frequency of future advisory votes on the compensation of the Companys named executive officers, which is required to occur no later than our annual meeting of stockholders in 2023.
(d) Approval of the 2007 Plan:
Shares For |
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Shares Against |
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Shares Abstain |
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Broker Non-Votes |
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23,324,367 |
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3,658,875 |
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23,047 |
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3,570,025 |
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(e) Ratification of the appointment of KPMG LLP as the companys independent registered public accounting firm for the fiscal year ending December 31, 2017:
Shares For |
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Shares Against |
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Shares Abstain |
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29,958,276 |
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609,315 |
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8,723 |
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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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INVESTMENT TECHNOLOGY GROUP, INC. | ||
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By: |
/s/ Angelique F.M. DeSanto | |
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Name: |
Angelique F.M. DeSanto |
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Title: |
Managing Director, General Counsel and |
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Secretary and Duly Authorized Signatory of Registrant | |
Dated: June 13, 2017 |
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