Document


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): April 25, 2018
 

WESTWOOD HOLDINGS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
 

 
Delaware
 
001-31234
 
75-2969997
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices, including zip code)
(214) 756-6900
(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 obligations of the registrant under any of the following provisions:
 
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))
 
 




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced and as further described under Item 5.07, on April 25, 2018, Westwood Holdings Group, Inc. (the “Company”) held its annual meeting of stockholders in Dallas, Texas (the “Annual Meeting”). The Company’s stockholders approved the Fifth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (the “Incentive Plan”). The material revisions of the Incentive Plan included:
•
Increase the total number of shares currently authorized under the Incentive Plan by 200,000 shares; and
•
Expressly prohibits the accrual or payment of dividends on options.
The Incentive Plan was included as Appendix A to the Definitive Proxy Statement filed with the SEC on March 9, 2018.
Item 5.07
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following Proposals 1, 2, 3 and 4 were approved by the Company’s stockholders. No other business was brought before the Annual Meeting. The Proposals are described in detail in the Company’s definitive proxy statement filed with the SEC on March 9, 2018. The voting results for the Annual Meeting are set forth below.
 
(a)
Proposal 1: The stockholders elected the directors listed below to hold office until the next annual meeting and until their respective successors shall have been duly elected and qualified. The voting results for this Proposal 1 were as follows:
Nominee
 
For
 
Withheld
 
Broker Non-Vote
Brian O. Casey
 
7,149,404

 
29,738

 
994,091

Richard M. Frank
 
7,120,683

 
58,459

 
994,091

Susan M. Byrne
 
7,146,837

 
32,305

 
994,091

Ellen H. Masterson
 
7,138,604

 
40,538

 
994,091

Robert D. McTeer
 
7,151,032

 
28,110

 
994,091

Geoffrey R. Norman
 
7,132,073

 
47,069

 
994,091

Martin J. Weiland
 
7,118,306

 
60,836

 
994,091

Raymond E. Wooldridge
 
7,112,666

 
66,476

 
994,091

 

(b)
Proposal 2: The stockholders ratified Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2018. The voting results for this Proposal 2 were as follows:
For
 
Against
 
Abstain
8,008,042

 
135,812

 
29,379

 

(c)
Proposal 3: The stockholders approved the Fifth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan. The voting results for this Proposal 3 were as follows:
For
 
Against
 
Abstain
 
Broker Non-Vote
6,357,629

 
818,731

 
2,782

 
994,091


(d) Proposal 4: The stockholders approved, on a non-binding, advisory basis, the Company's executive compensation. The voting results for this Proposal 4 were as follows:
For
 
Against
 
Abstain
 
Broker Non-Vote
7,062,606

 
96,841

 
19,695

 
994,091








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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
WESTWOOD HOLDINGS GROUP, INC.
 
 
 
 
Date: April 27, 2018
 
 
 
 
 
/s/ Brian O. Casey
 
 
 
 
 
 
Brian O. Casey
 
 
 
 
 
 
President and Chief Executive Officer