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BGCP > SEC Filings for BGCP > Form 8-K on 21-Dec-2012All Recent SEC Filings

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Form 8-K for BGC PARTNERS, INC.


21-Dec-2012

Entry into a Material Definitive Agreement, Submission of Matters to a Vote of


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Information required by this Item 1.01 is set forth under Item 8.01 below and is hereby incorporated by reference in response to this Item.



ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of stockholders of BGC Partners, Inc. (the "Company") was held on December 17, 2012. The following matter was voted on at the annual meeting:

The stockholders elected all of the Board of Directors' nominees for election as directors. The results of the vote were as follows:

                                                                   Broker Non-
           Directors                 For            Withheld          Votes
           Howard W. Lutnick      383,476,912       14,937,097       66,243,579
           John H. Dalton         383,424,029       14,989,980       66,243,579
           Stephen T. Curwood     383,423,664       14,990,345       66,243,579
           Barry R. Sloane        379,217,458       19,196,551       66,243,579
           Albert M. Weis         379,905,503       18,508,506       66,243,579



ITEM 8.01. OTHER EVENTS

On December 17, 2012, BGC GP, LLC, a subsidiary of the Company and the General Partner of the Company's majority-owned subsidiary, BGC Holdings, L.P. (the "Partnership"), and Cantor Fitzgerald, L.P., the Majority in Interest Exchangeable Limited Partner of the Partnership, entered into the Eighth Amendment to the Agreement of Limited Partnership of the Partnership (the "Partnership Agreement"), as amended and restated as of March 31, 2008, effective as of December 17, 2012 (the "Amendment"). The Amendment was entered into principally to create a new class of Partnership units in order to provide flexibility to the Company and the Partnership in using units in connection with restructuring and compensation or similar arrangements with respect to the Company's U.K. operations.

The new class of units in the Partnership, designated LPUs, shall be considered Working Partner Units and are identical in all respects to PSUs for all purposes under the Partnership Agreement, except that LPUs shall be available for issuance only to members of a certain U.K. limited liability partnership. The Company's U.K.-based executive officers are expected to become members of the U.K. limited liability partnership and receive LPUs as a portion of their executive compensation.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Amendment was approved by the Audit Committee of the Board of Directors of the Company and by the full Board.




ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit
  No.                                     Description

10.1         BGC Holdings, L.P. Eighth Amendment to Agreement of Limited
             Partnership, as amended and restated as of March 31, 2008, effective
             as of December 17, 2012.


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