(Registrant's telephone number, including area code)
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))
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 $0.01 per share
WHG
New York Stock Exchange
Indicate by checkmark 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 checkmark if the registrant has elected not to use the extended transition period for complying with any new revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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 27, 2022, Westwood Holdings Group, Inc. (the “Company”) virtually held its annual meeting of stockholders (the “Annual Meeting”).
The Company’s stockholders approved the First Amendment to the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (the “Incentive Plan”). The material revisions of the First Amendment included:
•Increase the total number of shares currently authorized under the Incentive Plan by 250,000 shares.
The Incentive Plan was included as Appendix A to the Definitive Proxy Statement filed with the SEC on March 22, 2022.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Last year, on May 2, 2021, the board of directors (the “Board”) of Westwood Holdings Group, Inc., (the “Company”), adopted a stockholder rights agreement and declared a dividend of one right (a “Right”) for each outstanding share of common stock of the Company. Each Right entitled the holder thereof under certain circumstances to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock. The terms of the Rights were set forth in a Stockholder Rights Agreement, dated as of May 2, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agreement”).
As previously disclosed, the Board determined to allow the Rights Agreement to expire in accordance with its terms. With this, the Rights expired pursuant to the Rights Agreement on May 2, 2022. On May 3, 2022, the Company filed with the Secretary of State of the State of Delaware a Certificate of Elimination eliminating from its Amended and Restated Certificate of Incorporation, as amended, the designation of certain shares of its preferred stock as Series A Junior Participating Preferred Stock, which had been designated for potential use in connection with the Rights Agreement. As a result, all shares of preferred stock previously designated as Series A Junior Participating Preferred Stock were eliminated and returned to the status of authorized but unissued shares of preferred stock, without designation.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following Proposals 1, 2, 3, 4 and 5 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 22, 2022. 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
Against
Abstain
Broker Non-Vote
Brian O. Casey
5,335,006
1,293,224
1,092
715,509
Richard M. Frank
3,738,007
2,884,460
6,855
715,509
Susan M. Byrne
5,531,002
1,097,495
825
715,509
Ellen H. Masterson
3,770,180
2,857,099
2,043
715,509
Geoffrey R. Norman
3,764,955
2,860,695
3,672
715,509
Randy A. Bowman
5,650,597
963,553
15,172
715,509
(b)Proposal 2: The stockholders ratified Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2022. The voting results for this Proposal 2 were as follows:
For
Against
Abstain
7,170,955
132,531
41,345
(c)Proposal 3: The stockholders approved the First Amendment to the Eighth 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
5,057,149
1,547,572
24,601
715,509
(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
4,813,922
1,800,419
14,981
715,509
(e) Proposal 5: The stockholders approved amendments to the Company's Certificate of Incorporation to eliminate supermajority voting requirements to amend the Certificate and Bylaws. The voting results for this Proposal 5 were as follows:
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
