Form 8-K FBR & Co. For: Jun 14

 

 

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

June 14, 2016

Date of Report (Date of earliest event reported)

 

 

FBR & CO.

(Exact Name of Registrant as Specified in its Charter)

 

 

Virginia

(State or Other Jurisdiction of Incorporation)

 

001-33518		20-5164223
(Commission File Number)		(IRS Employer Identification No.)

1300 North Seventeenth Street

Arlington, VA 22209

(Address of Principal Executive Office) (Zip Code)

(703) 312-9500

(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:

 

¨	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))

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 14, 2016, FBR & Co. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The holders of the 7,452,365 outstanding shares of the Company’s common stock (“Common Stock”) on the record date of May 6, 2016 were entitled to vote on all matters that came before the Annual Meeting. Based on the final voting results as reported by the independent inspector of elections, IVS Associates, Inc. (“IVS”), holders of 6,343,003 shares of Common Stock were represented at the Annual Meeting, in person or by proxy, constituting a quorum.

The final voting results as reported by IVS for the proposals submitted to a vote at the Annual Meeting are set forth below. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”), which was filed with the U.S. Securities and Exchange Commission on May 9, 2016 and first mailed to the Company’s shareholders on or about May 9, 2016.

Proposal 1. Election of Directors.

Shareholders voted on the election of eight directors, which constitute the entire Board of Directors (the “Board”) of the Company, to hold office until their successors have been duly elected and qualified or their earlier resignation, death or removal. The Company nominated the following eight director nominees: Reena Aggarwal, Richard J. Hendrix, Thomas J. Hynes, Jr., Richard A. Kraemer, Allison M. Leopold Tilley, Mark R. Patterson, Arthur J. Reimers and William F. Strome. In addition, Voce Catalyst Partners LP, a shareholder of the Company (“Voce”), nominated the following three director nominees in opposition to the Company’s director nominees: Jarl Berntzen, Michael J. McConnell and J. Daniel Plants.

Based on the final voting results reported by IVS, all of the Company’s director nominees were elected as directors of the Company by a plurality of the votes cast at the Annual Meeting. The final voting results for Proposal 1, as reported by IVS, are summarized in the table below (with 10,127 broker non-votes on this Proposal).

 

Nominee		Votes in Favor				Votes Withheld
Reena Aggarwal			6,276,530				56,346
Richard J. Hendrix			6,277,006				55,870
Thomas J. Hynes, Jr.			3,613,897				22,839
Richard A. Kraemer			6,277,726				55,150
Allison M. Leopold Tilley			6,276,530				56,346
Mark R. Patterson			6,277,750				55,126
Arthur J. Reimers			3,633,745				22,339
William F. Strome			3,313,265				22,839
Jarl Berntzen (Voce nominee)			2,665,206				30,934
Michael J. McConnell (Voce nominee)			1,904,179				1,073,245
J. Daniel Plants (Voce nominee)			1,644,895				1,051,245

 

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Proposal 2. Vote to Approve, on an Advisory Basis, Named Executive Officer Compensation.

Based on the final voting results reported by IVS, the Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The following table summarizes the voting results for Proposal 2, as reported by IVS:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
5,613,642		663,112		56,122		10,127

Proposal 3. Ratification of the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm.

Based on the final voting results reported by IVS, the Company’s shareholders approved the proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2016. The following table summarizes the voting results for Proposal 3, as reported by IVS:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
6,336,309		3,977		2,717		0

Item 7.01 Regulation FD Disclosure.

On June 14, 2016, the Company issued a press release disclosing the preliminary voting results on the matters voted upon at the Annual Meeting. A copy of such press release is furnished herewith and attached hereto as Exhibit 99.1. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description of Exhibit
99.1		Press Release, dated June 14, 2016, issued by FBR & Co.

 

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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.

 

Date: June 17, 2016

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EXHIBIT INDEX

 

Exhibit No.		Description of Exhibit
99.1		Press Release, dated June 14, 2016, issued by FBR & Co.

Exhibit 99.1

Contacts:

Media:

Shannon Hawkins at 703.469.1190 or [email protected]

Denise DesChenes/Ben Spicehandler, Sard Verbinnen & Co, at 212.687.8080

Investors:

Linda E. Eddy at 703.312.9715 or [email protected]

Tom Germinario, D.F. King & Co., Inc., at 212.269.5550

FBR Announces Overwhelming Shareholder Support to Re-elect All Eight of FBR Director Nominees

ARLINGTON, VA, June 14, 2016 – FBR & Co. (NASDAQ: FBRC) (“FBR” or the “Company”) a leading investment bank serving the middle market, today reported that preliminary voting results provided by FBR’s proxy solicitor indicate that FBR shareholders have re-elected all eight of FBR’s director nominees: Reena Aggarwal, Richard J. Hendrix, Thomas J. Hynes, Jr., Richard A. Kraemer, Allison M. Leopold Tilley, Mark R. Patterson, Arthur J. Reimers and William F. Strome. Final certified voting results are expected to be made publicly available later this month.

“We deeply appreciate the support of our shareholders, and are grateful for their positive response to our frequent and transparent dialogue with them. We have always valued the open lines of communication we maintain with shareholders and look forward to continuing to closely collaborate on issues of governance and strategy,” said Chairman and Chief Executive Officer, Richard J. Hendrix. “Our Board and management team remain committed to our approach to growing shareholder value and are keenly focused on making well-informed decisions from an investor perspective. It is unfortunate that the conduct of one individual has caused the irretrievable loss of time, direct expense, and needless distraction for employees and clients. We are pleased to be able to put this matter behind us and continue to focus on what’s truly important: executing for our clients and creating lasting shareholder value.”

The overwhelming majority of FBR shareholders voted in favor of the company’s slate of director nominees at the annual meeting, where approximately 85% of the company’s outstanding shares were represented. The independent Inspector of Election, IVS Associates, Inc. expects to issue certified results in due course, following the customary review and certification period. Neither J. Daniel Plants nor his nominees attended the annual meeting and his representatives elected not to address the annual meeting during the time allotted to them.

FBR shareholders also voted in favor of the following proposals submitted for a vote at the annual meeting:

 

•

to approve, on an advisory basis, the compensation for named executive officers, as disclosed in the proxy statement; and

 

•

to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

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FBR will file the results with the Securities and Exchange Commission (the “SEC”) in a Current Report on a Form 8-K, also containing further details regarding the results of the 2016 Annual Meeting. Shareholders are able to obtain at no charge copies of the form 8-K filing, and other documents filed with the SEC, at the SEC’s website at www.sec.gov. In addition, copies are also available at no charge at the Investor Relations section of FBR’s website at www.fbr.com.

About FBR

FBR & Co. (Nasdaq: FBRC) provides investment banking, merger and acquisition advisory, institutional brokerage, and research services through its subsidiaries FBR Capital Markets & Co. and MLV & Co. FBR focuses capital and financial expertise on the following industry sectors: consumer; energy & natural resources; financial institutions; healthcare; industrials; insurance; real estate; and technology, media & telecom. FBR is headquartered in the Washington, D.C. metropolitan area with offices throughout the United States. For more information, please visit www.fbr.com.

Forward-Looking Statements

Statements in this release concerning future performance, developments, events, market forecasts, revenues, expenses, earnings, run rates and any other guidance on present or future periods constitute forward-looking statements. These forward-looking statements are subject to a number of factors, risks and uncertainties that might cause actual results to differ materially from stated expectations or current circumstances. These factors include, but are not limited to, the effect of demand for public and private securities offerings, activity in the secondary securities markets, interest rates, the risks associated with merchant banking investments, the realization of gains and losses on principal investments, available technologies, competition for business and personnel, and general economic, political and market conditions. The statements as to voting results are based on preliminary numbers and both the magnitude of support and the results of election are subject to change based on the final report of the inspector of elections. Financial results may fluctuate substantially from quarter-to-quarter depending on the number, size and timing of completed transactions. We have experienced, and expect to experience in the future, significant variations in our revenues and results of operations and, as a result, are unlikely to achieve steady and predictable earnings on a quarterly basis. For a discussion of these and other risks and important factors that could affect FBR’s future results and financial condition, see “Risk Factors” in Part I, Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015; and other items throughout the Company’s Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

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