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MERR > SEC Filings for MERR > Form 8-K on 6-Jan-2014All Recent SEC Filings

Show all filings for MERRIMAN HOLDINGS, INC

Form 8-K for MERRIMAN HOLDINGS, INC


6-Jan-2014

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

On December 30, 2013, Merriman Holdings, Inc. held its annual meeting of stockholders. Proxies were solicited from stockholders and several matters were voted on at the meeting. A quorum was established for the meeting, with holders of 81,210,841 shares present in person or by proxy out of a total of 115,590,255, or 70.25%, of shares outstanding and entitled to vote on the record date. Our largest stockholder and Co-Chairman, Ronald L. Chez is party to a Voting Agreement with the Company dated March 28, 2013 which provides that Mr. Chez will vote all of his shares of common stock of the Company, including stock held in his IRA, in excess of 24.99% of the total outstanding shares of Company common stock in the same proportion as all shares of common stock not held by Mr. Chez. This has the effect of limiting Mr. Chez' voting control to 24.99%. The Voting Agreement was filed with the Company's Current Report on Form 8-K dated March 28, 2013. Vote totals are given below both before and after giving effect to the Voting Agreement. The vote total giving effect to the Voting Agreement is the binding vote.

Proposal 1. Election of Directors

At the meeting, stockholders elected seven directors. Final voting results for each director, before giving effect to the Voting Agreement described above, are below.

Proposal 1 Directors
Before Giving Effect to
Voting Agreement

Director Candidate        Votes For        Votes Withheld      Broker Non-Votes

D. Jonathan Merriman        77,831,465              42,829              3,336,547

Ronald L. Chez              77,792,465              81,829              3,336,547

Dennis G. Schmal            77,814,426              59,868              3,336,547

William J. Febbo            77,792,465              81,829              3,336,547

Jeffrey M. Soinski          77,814,426              59,868              3,336,547

Patrick W. O'Brien          77,788,331              85,963              3,336,547

Robert Ward                 77,799,465              74,829              3,336,547

Final voting results for each director, after giving effect to the Voting Agreement described above, are below.

Proposal 1 Directors After

Giving Effect to Voting
Agreement

Director Candidate           Votes For        Votes Withheld       Broker Non-Votes

D. Jonathan Merriman           77,818,772               55,522              3,336,547

Ronald L. Chez                 77,764,540              109,754              3,336,547

Dennis G. Schmal               77,794,117               80,177              3,336,547

William J. Febbo               77,764,540              109,754              3,336,547

Jeffrey M. Soinski             77,794,117               80,177              3,336,547

Patrick W. O'Brien             77,760,406              113,888              3,336,547

 Robert Ward                   77,774,079              100,215              3,336,547

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2013

Stockholder voted to ratify the selection of Marcum LLP as our independent registered public accounting firm for fiscal year 2013. Voting results, before giving effect to the Voting Agreement described above, are below.

                                        Votes For        Votes Against       Abstain         Broker Non-Votes

Proposal 2 Before Giving Effect to
Voting Agreement                          80,599,472             607,877           3,492                     0

Stockholder voted to ratify the selection of Marcum LLP as our independent registered public accounting firm for fiscal year 2013. Voting results, after giving effect to the Voting Agreement described above, are below.

                                        Votes For        Votes Against       Abstain         Broker Non-Votes

Proposal 2 After Giving Effect to
Voting Agreement                          80,408,360             798,989           3,492                     0

Proposal 3. Advisory, Nonbinding Vote On Executive Compensation

Stockholder voted to approve the following resolution, on an advisory, non-binding basis:

"RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company's Proxy Statement for the 2013 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission."

Voting results, before giving effect to the voting Agreement described above, are below.

                                        Votes For        Votes Against       Abstain        Broker Non-Votes

Proposal 3 Before Giving Effect to
Voting Agreement                          77,323,946             513,492         36,856              3,336,547

Voting results, after giving effect to the voting Agreement described above, are below.

                                        Votes For        Votes Against       Abstain        Broker Non-Votes

Proposal 3 After Giving Effect to
Voting Agreement                          77,144,538             692,900         36,856              3,336,547

Proposal 4. Advisory, Nonbinding Vote On The Frequency Of An Advisory Vote On Executive Compensation

Stockholders were asked to vote, on an advisory, non-binding basis, on the frequency of with which the Company should hold an advisory, non-binding vote on executive compensation. Possible votes were one year, two years, three years or abstain from voting.

Voting results, before giving effect to the Voting Agreement described above, are below.

                                        1 Year           2 Year          3 Year           Abstain

Proposal 4 Before Giving Effect to
Voting Agreement                          19,623,861             899       58,212,217         37,327

Voting results, after giving effect to the Voting Agreement described above, are below.

                                        1 Year           2 Year         3 Year           Abstain

Proposal 4 After Giving Effect to
Voting Agreement                          26,021,046          1,192       51,802,570         37,327

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