Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
AMP > SEC Filings for AMP > Form 8-K on 1-May-2014All Recent SEC Filings

Show all filings for AMERIPRISE FINANCIAL INC

Form 8-K for AMERIPRISE FINANCIAL INC


1-May-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submiss


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2014 annual meeting of stockholders held on April 30, 2014, the stockholders of Ameriprise Financial, Inc. (the "Company") approved an amendment and restatement of the Company's certificate of incorporation ("Certificate of Incorporation"), which became effective upon the filing of the amended and restated Certificate of Incorporation with the Secretary of State of the State of Delaware following the meeting. In addition, the Board of Directors ("Board") of the Company approved, effective immediately, certain amendments to the Company's by-laws ("By-Laws"). A summary of the changes to the Certificate of Incorporation and the By-Laws is set forth below and is qualified in its entirety by reference to the full text of the amended and restated Certificate of Incorporation and the amended and restated By-Laws, complete copies of which are attached hereto as Exhibits 3.1 and 3.2 and are hereby incorporated by reference in response to this Item 5.03.

Amendments to the Certificate of Incorporation include: (i) the elimination of references in Article V to the declassification of the Board, which declassification became effective as of the 2013 annual meeting of stockholders;
(ii) the elimination of the requirement in Article V that the affirmative vote of the holders of three-fourths (3/4) or more of the combined voting power of the Company is required for stockholders to adopt, amend, alter or repeal any provision of the By-Laws; (iii) the elimination of the requirement in Article VIII that the affirmative vote of the holders of three-fourths (3/4) or more of the combined voting power of the Company is required for stockholders to adopt, amend, alter or repeal any provision of the Certificate of Incorporation; and (iv) other non-material amendments.

Amendments to the By-Laws include: (i) the clarification in Article III that Board committees have the authority to make recommendations to stockholders regarding the election or removal of directors; and (ii) the elimination of the requirement in Article IX that the affirmative vote of the holders of three-fourths (3/4) or more of the combined voting power of the Company is required for stockholders to adopt, amend, alter or repeal any provision of the By-Laws.



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

The 2014 annual meeting of the stockholders of the Company was held on April 30, 2014. At the meeting, the holders of 165,276,536 shares of common stock, which represents approximately 87 percent of the 190,594,540 outstanding shares entitled to vote as of the March 4, 2014 record date were represented in person or by proxy. Detailed voting results are set forth below.

Item 1 - Election of Directors. The stockholders elected each director nominee
for a term of one year to expire at the 2015 annual meeting of stockholders or
until their successors are elected and qualified. The voting results were as
follows:



Name                     Votes For    Votes Against   Abstentions   Broker Non-Votes
James M. Cracchiolo     142,713,466       6,500,300     1,018,425         15,044,345
Dianne Neal Blixt       149,359,754         322,523       549,914         15,044,345
Amy DiGeso              149,410,955         274,731       546,505         15,044,345
Lon R. Greenberg        139,611,465      10,066,231       554,495         15,044,345
W. Walker Lewis         148,973,018         705,843       553,330         15,044,345
Siri S. Marshall        148,738,624         697,737       795,830         15,044,345
Jeffrey Noddle          148,966,311         710,934       554,946         15,044,345
H. Jay Sarles           132,841,317      16,839,836       551,038         15,044,345
Robert F. Sharpe, Jr.   147,760,510       1,924,172       547,509         15,044,345
William H. Turner       149,329,802         349,445       552,944         15,044,345

Item 2 - Nonbinding Advisory Vote to Approve the Compensation of Named Executive
Officers. The stockholders approved, on an advisory basis, the compensation of its named executive officers. The proposal received "for" votes from approximately 97 percent of the shares voted:

Votes For Votes Against Abstentions Broker Non-Votes 144,138,082 4,526,640 1,567,469 15,044,345

Item 3 - Amendment and Restatement of the Company's Certificate of
Incorporation to Eliminate Supermajority Voting Rights and Effect Certain Other Non-Material Amendments. The stockholders approved the amendment and restatement of the Company's Certificate of Incorporation. The proposal received "for" votes from more than 99 percent of the shares voted:

Votes For Votes Against Abstentions Broker Non-Votes 149,176,843 449,126 606,222 15,044,345


Item 4 - Amendment and Restatement of the Ameriprise Financial 2005 Incentive
Compensation Plan. The stockholders approved the amendment and restatement of the Ameriprise Financial 2005 Incentive Compensation Plan. The proposal received "for" votes from approximately 86 percent of the shares voted:

Votes For Votes Against Abstentions Broker Non-Votes 128,091,055 21,445,334 695,802 15,044,345

Item 5 - Ratification of the Audit Committee's Selection of the Company's
Independent Registered Public Accountant for 2014. The stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2014. The proposal received "for" votes from approximately 99 percent of the shares voted:

Votes For Votes Against Abstentions 162,953,364 1,558,445 764,727

Item 6 - Stockholder Proposal Relating to the Disclosure of Political
Contributions and Expenditures. The stockholders did not approve the stockholder proposal for the Company to disclose its policies and procedures related to political contributions and expenditures with corporate funds, as well as certain information relating to such contributions and expenditures. The proposal received "for" votes from approximately 31 percent of the shares voted:

Votes For Votes Against Abstentions Broker Non-Votes 42,282,457 92,840,311 15,109,423 15,044,345



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                Description

Exhibit 3.1   Amended and Restated Certificate of Incorporation of Ameriprise
              Financial, Inc.

Exhibit 3.2   Amended and Restated By-Laws of Ameriprise Financial, Inc.


  Add AMP to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for AMP - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.