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SWS > SEC Filings for SWS > Form 8-K on 16-Nov-2012All Recent SEC Filings

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Form 8-K for SWS GROUP INC


16-Nov-2012

Submission of Matters to a Vote of Security Holders


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

On November 15, 2012, SWS Group, Inc. (the "Company") held its 2012 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders acted upon the matters outlined in the Company's Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") filed with the Securities and Exchange Commission on October 4, 2012. Stockholders representing 29,257,522 shares or 89% of the 32,877,467 shares of the Company's common stock outstanding on the record date of September 17, 2012 were present in person or by proxy, representing a quorum for the purposes of the Annual Meeting. Matters voted upon at the Annual Meeting were as follows:

1. The election of ten directors to the Company's Board of Directors to hold office until the Annual Meeting of Stockholders in 2013 and until their respective successors have been elected. There was no solicitation in opposition to the nominees for director, and the Company's stockholders elected all of the nominees. The final tabulation of the votes on this matter was as follows:

                                                                              Broker
      Nominees                   For           Withheld        Abstain       Non-Votes
      James H. Ross            19,569,333         995,729            -        8,692,460
      Robert A. Buchholz       18,425,649       2,139,413            -        8,692,460
      Brodie L. Cobb           19,412,963       1,152,099            -        8,692,460
      J. Taylor Crandall       16,072,637       4,492,425            -        8,692,460
      Christie S. Flanagan     19,577,181         987,881            -        8,692,460
      Gerald J. Ford           15,617,497       4,947,565            -        8,692,460
      Larry A. Jobe            19,583,759         981,303            -        8,692,460
      Tyree B. Miller          19,877,922         687,140            -        8,692,460
      Dr. Mike Moses           16,051,807       4,513,255            -        8,692,460
      Joel T. Williams III     17,645,935       2,919,127            -        8,692,460



2. The stockholders approved the SWS Group, Inc. 2012 Restricted Stock Plan ("2012 Restricted Stock Plan"). The final tabulation of votes on this matter was as follows:

                                                                                            Broker
                                                For            Against       Abstain       Non-Votes
Approval of the SWS Group, Inc. 2012
Restricted Stock Plan                         18,850,185       1,614,991       99,886       8,692,460

3. The stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers as disclosed in the Company's Proxy Statement. The final tabulation of votes on this matter was as follows:

                                                                                             Broker
                                              For            Against         Abstain        Non-Votes
Advisory approval of the Company's
executive compensation                      13,200,001       5,577,938       1,787,123       8,692,460

4. The ratification of the selection of Grant Thornton LLP as the Company's independent auditor for fiscal 2013. The final tabulation of votes on this matter was as follows:

                                                                                               Broker
                                                  For            Against       Abstain       Non-Votes
Ratification of the selection of Grant
Thornton LLP as the Company's independent
auditor for fiscal 2013                         28,873,229        340,979        43,314              -


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