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WHG > SEC Filings for WHG > Form 8-K on 19-Apr-2013All Recent SEC Filings

Show all filings for WESTWOOD HOLDINGS GROUP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WESTWOOD HOLDINGS GROUP INC


19-Apr-2013

Change in Directors or Principal Officers, Submission of Matters to a


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced and as further described under Item 5.07, on April 18, 2013, Westwood Holdings Group, Inc. (the "Company") held its annual meeting of stockholders in Dallas, Texas (the "Annual Meeting"). The Company's stockholders approved an amendment (the "Second Amendment") to the Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan, as amended (the "Incentive Plan"), which increased the aggregate number of shares of the Company's common stock that may be issued under the Incentive Plan from 3,398,100 to 3,898,100.

The foregoing description of the Second Amendment and the Incentive Plan is not complete and is qualified in its entirety by reference to the Second Amendment and the Incentive Plan. The Second Amendment was filed with the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "SEC") on April 18, 2013. The Incentive Plan was filed with the Registration Statement on Form S-8 filed with the SEC on July 1, 2009. Amendment to the Incentive Plan was filed with the Quarterly Report on Form 10-Q filed with the SEC on October 21, 2010. Amendment 2011-1 to the Incentive Plan was filed with the Registration Statement on Form S-8 filed with the SEC on July 21, 2011.



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

At the Annual Meeting, the following Proposals 1, 2, 3 and 4 were approved by the Company's stockholders. No other business was brought before the Annual Meeting. The Proposals are described in detail in the Company's definitive proxy statement filed with the SEC on March 8, 2013. The voting results for the Annual Meeting are set forth below.

(a) Proposal 1. The stockholders elected the directors listed below to hold office until the next annual meeting or until their respective successors shall have been duly elected and qualified. The voting results for this Proposal 1 were as follows:

          Nominee                    For         Withheld       Broker Non-Vote
          Susan M. Byrne           7,149,602         7,597               711,879
          Brian O. Casey           7,142,048        15,151               711,879
          Richard M. Frank         6,329,862       827,337               711,879
          Robert D. McTeer         7,143,219        13,980               711,879
          Geoffrey R. Norman       6,334,144       823,055               711,879
          Martin J. Weiland        6,334,144       823,055               711,879
          Raymond E. Woolridge     6,331,407       825,792               711,879

(b) Proposal 2. The stockholders ratified Grant Thornton LLP as the Company's independent auditors for the year ending December 31, 2013. The voting results for this Proposal 2 were as follows:

For Against Abstain 7,855,424 10,978 2,676

(c) Proposal 3. The stockholders approved the Share Award Plan of Westwood Holdings Group, Inc. for Service Provided in Canada to its Subsidiaries. The voting results for this Proposal 3 were as follows:

For Against Abstain Broker Non-Vote 5,821,969 1,328,525 6,705 711,879

(d) Proposal 4. The stockholders approved the Second Amendment to the Incentive Plan. The voting results for this Proposal 4 were as follows:

For Against Abstain Broker Non-Vote 5,063,445 2,091,076 2,678 711,879

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