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HF > SEC Filings for HF > Form 8-K on 29-May-2012All Recent SEC Filings

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Form 8-K for HFF, INC.


29-May-2012

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

The Company's 2012 Annual Meeting of Stockholders was held on May 24, 2012 in Pittsburgh, Pennsylvania, at which the following proposals were submitted to a vote of the Company's stockholders:

• The election of two Class III directors to the Company's Board of Directors.

• A non-binding advisory vote on the compensation of the Company's named executive officers.

• The ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.

For more information about the foregoing proposals, see the Company's proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 27, 2012, the relevant portions of which are incorporated herein by reference. Holders of the Company's Class A common stock were entitled to one vote per share on all matters voted on by stockholders at the Annual Meeting. Class B common stock of the Company entitled its holder, HFF Holdings LLC, to a number of votes that is equal to the total number of shares of Class A common stock for which the partnership units that HFF Holdings LLC holds in the Company's operating partnerships, Holliday Fenoglio Fowler, L.P. and HFF Securities L.P., were exchangeable as of April 13, 2012 (the record date for the Annual Meeting). The voting results with respect to each matter voted upon are set forth below:

Board of Director Election Results

The stockholders elected each of the two nominees for Class III directors to a
three-year term by a majority of the votes cast.



                                                                                    Broker Non-
Class II Director Nominee:    Votes For        Votes Against       Abstentions         Votes
Susan P. McGalla               27,442,099             989,517                -         5,256,533
Lenore M. Sullivan             27,289,702           1,141,914                -         5,256,533

Non-Binding Advisory Vote on the Compensation of the Company's Named Executive Officers

The stockholders approved the compensation of the Company's named executive officers. The results of the vote included 28,104,422 votes for, 306,544 votes against, 20,650 votes abstained and 5,256,533 broker non-votes.

Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012. The results of the voting included 33,455,271 votes for, 99,401 votes against, 133,477 votes abstained and 0 broker non-votes.


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