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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of
earliest event reported):
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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):
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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).
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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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 13, 2023, Virtu Financial, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “2023 Annual Meeting”). The following items were voted upon by stockholders at the 2023 Annual Meeting:
1. Each of the director nominees listed below was elected a Class II director of the Company to act in accordance with the amended and restated bylaws of the Company for a term of three years expiring at the annual meeting of stockholders to be held in 2026 and until such director's successor has been duly elected and qualified. The votes for the election of directors are set forth below:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Douglas A. Cifu | 672,534,539 | 5,971,667 | 8,718,110 | |||||||||
| Joseph J. Grano, Jr. | 671,685,426 | 6,820,780 | 8,718,110 | |||||||||
| Joanne M. Minieri | 629,155,926 | 49,350,280 | 8,718,110 | |||||||||
2. The compensation of the Company’s named executive officers was approved, on an advisory basis. The advisory votes are set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 661,957,509 | 16,468,327 | 80,370 | 8,718,110 | |||||||||||
3. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. The votes for the ratification of the appointment of PricewaterhouseCoopers LLP are set forth below:
| For | Against | Abstain | ||||||||
| 685,711,444 | 1,169,293 | 343,579 | ||||||||
4. The amendment to the Virtu Financial, Inc. Amended and Restated 2015 Management Incentive Plan to increase the number of shares authorized for issuance thereunder was approved. The votes for the approval of the amendment are set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 671,408,010 | 7,045,032 | 53,164 | 8,718,110 | |||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| VIRTU FINANCIAL, INC. | |||
| By: | /s/ JUSTIN WALDIE | ||
| Name: | Justin Waldie | ||
| Title: | Senior Vice President, Secretary and General Counsel | ||
Dated: June 14, 2023
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