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PZN > SEC Filings for PZN > Form 8-K on 17-May-2013All Recent SEC Filings

Show all filings for PZENA INVESTMENT MANAGEMENT, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PZENA INVESTMENT MANAGEMENT, INC.


17-May-2013

Submission of Matters to a Vote of Security Holders


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

The Annual Meeting of Stockholders of Pzena Investment Management, Inc. was held in New York, New York on May 16, 2013. At that meeting, the stockholders considered and acted upon the following proposals:

Proposal 1: Election of Directors. By the vote reflected below, the stockholders elected the following individuals as directors to hold office until the 2013 Annual Meeting of Stockholders of the Company:

                              Class A          Class B          Class A         Class B
                              Shares           Shares           Shares          Shares
    Director                   "For"            "For"         "Withheld"      "Withheld"
    Richard S. Pzena          7,637,949       213,986,240        884,433              0
    John P. Goetz             7,467,226       213,986,240       1,055,156             0
    William L. Lipsey         7,467,226       213,986,240       1,055,156             0
    Steven M. Galbraith       7,060,712       213,986,240       1,461,670             0
    Joel M. Greenblatt        6,529,179       213,986,240       1,993,203             0
    Richard P. Meyerowich     7,060,812       213,986,240       1,461,570             0
    Ronald W. Tysoe           6,108,541       213,986,240       2,413,841             0

Proposal 2: Ratification of Independent Auditors. The stockholders voted to ratify the appointment of KPMG LLP as independent auditors for the Company for its fiscal year ending December 31, 2013. Voting was as follows:

                                          FOR          AGAINST      ABSTAIN
              Class A common stock     11,001,991         7,978       12,095
              Class B common stock     213,986,240          0           0

Proposal 3: Amendment of the Pzena Investment Management, LLC Amended and Restated 2006 Equity Incentive Plan. The stockholders voted to amend the Pzena Investment Management, LLC Amended and Restated 2006 Equity Incentive Plan to increase the total number of Class B units of Pzena Investment, LLC authorized for issuance under the plan by 10,000,000 units. Voting was as follows:

                                        FOR            AGAINST       ABSTAIN
            Class A common stock      4,309,788        4,151,295       61,299
            Class B common stock     213,986,240           0             0


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