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 13, 2019
Ladenburg Thalmann Financial Services Inc.
(Exact name of registrant as specified in its charter)
| Florida | 001-15799 | 65-0701248 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4400 Biscayne Boulevard, 12th Floor Miami, Florida |
33137 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (305) 572-4100
(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:
| [ ] | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $.0001 per share | LTS | NYSE American | ||
| 8.00% Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share | LTS PrA | NYSE American | ||
| 6.50% Senior Notes due 2027 | LTSL | NYSE American | ||
| 7% Senior Notes due 2028 | LTSF | NYSE American | ||
| 7.25% Senior Notes due 2028 | LTSK | NYSE American | ||
| 7.75% Senior Notes due 2029 | LTSH | NYSE American |
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 [ ]
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. [ ]
Item 5.07 Submission of Matters to a Vote of Security Holders.
Ladenburg Thalmann Financial Services Inc. (the “Company”), a Florida corporation, held its 2019 annual meeting of shareholders on June 13, 2019. Listed below are the matters voted upon and the final results of such voting:
| 1. | The Company’s shareholders elected the individuals named below to serve as the Company’s directors until the next annual meeting of shareholders or until their respective successors are elected and qualified: |
| Name | For | Authority Withheld | Broker Non-Votes | |||||||||
| Henry C. Beinstein | 89,928,887 | 2,978,359 | 32,024,181 | |||||||||
| Glenn C. Davis | 89,690,465 | 3,216,781 | 32,024,181 | |||||||||
| Brian S. Genson | 82,315,127 | 10,592,119 | 32,024,181 | |||||||||
| Dr. Richard M. Krasno | 82,232,306 | 10,674,940 | 32,024,181 | |||||||||
| Richard J. Lampen | 89,826,804 | 3,080,442 | 32,024,181 | |||||||||
| Michael S. Liebowitz | 90,267,883 | 2,639,363 | 32,024,181 | |||||||||
| Howard M. Lorber | 67,791,334 | 25,115,912 | 32,024,181 | |||||||||
| Adam Malamed | 89,913,625 | 2,993,621 | 32,024,181 | |||||||||
| Jacqueline M. Simkin | 89,320,318 | 3,586,928 | 32,024,181 | |||||||||
| Mark Zeitchick | 89,857,948 | 3,049,298 | 32,024,181 | |||||||||
| 2. | Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 88,129,891 | 4,659,359 | 117,996 | 32,024,181 | |||||||||||
| 3. | Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for 2019: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 124,016,433 | 801,486 | 113,508 | N/A | |||||||||||
| 4. | Shareholder proposal regarding majority voting in uncontested director elections: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 30,772,335 | 60,419,282 | 1,715,629 | 32,024,181 | |||||||||||
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.
| June 14, 2019 | LADENBURG THALMANN FINANCIAL SERVICES INC. | |
| By: | /s/ Brett H. Kaufman | |
| Name: | Brett H. Kaufman | |
| Title: | Senior Vice President and Chief Financial Officer | |