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 22, 2016
BGC Partners, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-28191, 1-35591 | 13-4063515 | ||
| (State of other jurisdiction of incorporation) |
(Commission File Numbers) |
(IRS Employer Identification No.) |
499 Park Avenue, New York, NY 10022
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 610-2200
(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 (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)) |
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On June 22, 2016, at the Annual Meeting of Stockholders (the “Annual Meeting”) of BGC Partners, Inc. (the “Company”), the Company’s stockholders approved an amendment and restatement of the Company’s Seventh Amended and Restated Long Term Incentive Plan (the “Equity Plan”) to increase by 50,000,000 the aggregate number of shares of the Company’s Class A common stock that may be delivered or cash settled pursuant to awards granted during the life of the Equity Plan.
For a description of the terms and conditions of the Equity Plan, as amended and restated and approved by the Company’s stockholders at the Annual Meeting, see Description of the Equity Plan as Proposed to be Amended and Restated under “Proposal 4 – Approval of the Seventh Amended and Restated BGC Partners, Inc. Long Term Incentive Plan,” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 13, 2016, which description is incorporated by reference herein. The description of the Equity Plan contained in the proxy statement is qualified in its entirety by reference to the full text of the Equity Plan, as amended and restated, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On June 23, 2016, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its amended and restated certificate of incorporation in order to increase the number of authorized shares of Class A common stock by 250,000,000 and Class B common stock by 50,000,000, and to provide that Class B common stock shall be issued only to certain affiliated entities or related persons. The amendments were approved by the Company’s stockholders at the Annual Meeting. The description of the amendments is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated by reference herein.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The following matters were voted upon at the Annual Meeting:
| (1) | The election of five directors to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified; |
| (2) | The approval of an amendment to the BGC Partners, Inc. amended and restated certificate of incorporation to increase the number of authorized shares of Class A common stock; |
| (3) | The approval of an amendment to the BGC Partners, Inc. amended and restated certificate of incorporation to increase the number of authorized shares of Class B common stock and provide that Class B common stock shall be issued only to certain affiliated entities or related persons (the “Class B Amendment”); and |
| (4) | The approval of the Seventh Amended and Restated BGC Partners, Inc. Long Term Incentive Plan. |
For more information about the foregoing proposals, see the proxy statement for the Annual Meeting.
At the Annual Meeting, holders of Class A common stock were entitled to one vote per share, and holders of Class B common stock were entitled to 10 votes per share, and the two classes voted together as a single class on each of the matters submitted to a vote of stockholders; in addition, the Class B Amendment was subject to the approval of the holders of Class B common stock, voting as a separate class. The aggregate number of Class A and Class B votes cast for and against and withheld votes, abstentions and broker non-votes with respect to each matter voted upon at the Annual Meeting, as well as the number of Class B votes cast for and against and abstentions and broker non-votes with respect to the Class B Amendment, are set forth below:
Proposal 1 – Election of Directors
| Directors |
For | Withheld | Broker Non-Votes | |||||||||
| Howard W. Lutnick |
444,013,448 | 22,874,154 | 119,543,802 | |||||||||
| John H. Dalton |
412,047,586 | 54,840,016 | 119,543,802 | |||||||||
| Stephen T. Curwood |
399,559,437 | 67,328,165 | 119,543,802 | |||||||||
| William J. Moran |
411,350,670 | 55,536,932 | 119,543,802 | |||||||||
| Linda A. Bell |
411,956,422 | 54,931,180 | 119,543,802 | |||||||||
The five nominees were elected to the Board of Directors and will serve as directors until the Company’s next annual meeting and until their respective successors have been duly elected and qualified.
Proposal 2 – Approval of an amendment to the BGC Partners, Inc. Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock
|
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 517,228,733 | 7,134,982 | 531,972 | 61,535,717 |
Stockholders approved the amendment to the BGC Partners, Inc. Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock.
Proposal 3 – Approval of an amendment to the BGC Partners, Inc. Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class B common stock and to provide that Class B common stock shall be issued only to certain affiliated entities or related persons
Class A and B Voting Together
|
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 436,993,418 | 87,284,433 | 617,836 | 61,535,717 |
Class B Voting as a Separate Class
|
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 348,481,070 | 0 | 0 | 0 |
Stockholders approved the Class B Amendment to the BGC Partners, Inc. Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class B common stock and to provide that Class B common stock shall be issued only to certain affiliated entities or related persons.
Proposal 4 – Approval of the Seventh Amended and Restated BGC Partners, Inc. Long Term Incentive Plan
|
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 389,287,670 | 77,013,518 | 586,414 | 119,543,802 |
Stockholders approved the Seventh Amended and Restated BGC Partners, Inc. Long Term Incentive Plan.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| (d) | Exhibits |
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the BGC Partners, Inc. Amended and Restated Certificate of Incorporation | |
| 10.1 | Seventh Amended and Restated BGC Partners, Inc. Long Term Incentive Plan | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| BGC Partners, Inc. | ||||||
| Date: June 24, 2016 | By: | /S/ HOWARD W. LUTNICK | ||||
| Name: Howard W. Lutnick | ||||||
| Title: Chairman and Chief Executive Officer | ||||||
[Signature Page to Form 8-K, dated June 24, 2016, regarding actions taken at the Company’s 2016
Annual Meeting of Stockholders]
EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the BGC Partners, Inc. Amended and Restated Certificate of Incorporation | |
| 10.1 | Seventh Amended and Restated BGC Partners, Inc. Long Term Incentive Plan | |