Form 8-K KCG Holdings, Inc. For: May 12

 

 

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): May 12, 2015

 

 

KCG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE		000-54991		38-3898306
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.

545 Washington Boulevard, Jersey City, NJ 07310

(Address of principal executive offices) (Zip Code)

(201) 222-9400

(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):

 

¨	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 May 12, 2015, KCG Holdings, Inc. (the “Company”) held its annual meeting of stockholders. The following matters set forth in the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 2, 2015 (the “Proxy Statement”), were voted on at the Company’s annual meeting of stockholders and the results of such voting is indicated below. The effect of abstentions and broker non-votes are described in the Proxy Statement.

1. The nine nominees listed below were elected as directors of the Company to serve until the Company’s next annual meeting and until such directors’ successors are duly elected and qualified. The nominees received the respective votes set forth opposite their names below:

 

Nominee		FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
Daniel Coleman			81,771,473				987,412				10,526				16,589,590
Charles E. Haldeman, Jr.			82,110,683				647,831				10,897				16,589,590
Rene M. Kern			80,707,639				2,050,492				11,280				16,589,590
James T. Milde			81,945,130				813,043				11,238				16,589,590
John C. (Hans) Morris			80,224,329				2,532,336				12,746				16,589,590
Daniel F. Schmitt			81,633,610				1,123,502				12,299				16,589,590
Stephen Schuler			81,656,961				1,097,145				15,305				16,589,590
Laurie M. Shahon			80,748,326				2,009,683				11,402				16,589,590
Daniel Tierney			81,654,473				1,100,075				14,863				16,589,590

There was no solicitation in opposition to the nominees proposed to be elected by the holders of the Company’s Class A Common Stock in the Proxy Statement.

2. Advisory (non-binding) vote on executive compensation. Voting results on this proposal were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
81,418,552		1,333,914		16,945		16,589,590

The Board of Directors will take this advisory vote under consideration.

3. Amendment of the KCG Holdings, Inc. Amended and Restated Equity Incentive Plan. Voting results on this proposal were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
67,453,122		15,300,931		15,358		16,589,590

4. Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2015. Voting results on this proposal were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
98,886,180		449,999		22,822		0

Further information regarding these matters is contained in the Proxy Statement.

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SIGNATURE

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’s duly authorized signatory.

Dated: May 13, 2015

 

KCG HOLDINGS, INC.
By:		/s/ John McCarthy
Name:		John McCarthy
Title:		General Counsel

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