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 6, 2018 (June 5, 2018)
 
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Delaware
 
001-33805
 
26-0354783
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
9 West 57th Street, New York, New York
 
10019
(Address of Principal Executive Offices)
 
(Zip Code)
212-790-0000
(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 (see General Instruction A.2. below):
¨
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 Securities Holders.
(a)The Annual Meeting of Shareholders of the Company was held on June 5, 2018.
(b)At the Annual Meeting, the Shareholders:
(i)elected Marcy Engel, Michael D. Fascitelli and Georganne C. Proctor as Class II directors to serve for a term of three years and until their successors are duly elected or appointed and qualified; and
(ii)ratified the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2018.
Set forth below, with respect to each matter above are, as applicable, the number of votes cast for or against, the number of abstentions and the number of broker non-votes:
1.
Election of Directors 
Nominee
Votes For
 
Withheld
 
Broker Non-Votes
Marcy Engel
363,921,266

 
629,852

 
68,533,169

Michael D. Fascitelli
364,146,499

 
404,619

 
68,533,169

Georganne C. Proctor
353,788,457

 
10,762,661

 
68,533,169

2.
Ratification of Selection of Independent Registered Public Accounting Firm
Votes For
431,177,319

Votes Against
1,440,162

Abstentions
466,806







SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
 
(Registrant)
 
 
 
 
By:
 
/s/ Thomas M. Sipp
 
 
 
Thomas M. Sipp
 
 
 
Chief Financial Officer and Executive Managing Director
June 6, 2018