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CLMS > SEC Filings for CLMS > Form 8-K on 5-Jun-2014All Recent SEC Filings

Show all filings for CALAMOS ASSET MANAGEMENT, INC. /DE/



Change in Directors or Principal Officers, Submission of Matt

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

On June 3, 2014, the stockholders of Calamos Asset Management, Inc. ("Corporation") approved an amendment to the Corporation's Incentive Compensation Plan ("Plan") primarily to extend the period during which awards may be made under the Plan and to update the performance criteria set forth in the Plan. A summary of the terms and conditions of the amended Plan are provided in the Corporation's definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2014 in connection with the Corporation's Annual Stockholders Meeting ("Proxy Statement"). The foregoing description of the amended Plan contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the description contained in the Proxy Statement and to the Plan which is attached as Exhibit 10.1.

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

The Corporation held its Annual Meeting of Stockholders on June 3, 2014. The stockholders: (i) elected the Corporation's nominees as Directors;
(ii) approved, on an advisory basis, the compensation of the Corporation's Named Executive Officers; (iii) amended the Plan; and (iv) ratified the appointment of McGladrey LLP as the Corporation's independent auditors. Each elected Director shall serve until the 2015 Annual Stockholders Meeting or until a successor is elected and qualified or until that person's earlier resignation, retirement, death, disqualification or removal. McGladrey LLP shall serve for the fiscal year ending December 31, 2014.

The table below shows the voting results:

                                          For            Against        Withheld        Abstentions       Non-Votes
Election of Directors
John P. Calamos, Sr.                   777,947,000             n/a               0               n/a             n/a
Gary D. Black                          791,490,690             n/a         993,561               n/a       4,280,222
Thomas F. Eggers                       790,973,407             n/a       1,450,844               n/a       4,280,222
Richard W. Gilbert                     789,585,880             n/a       2,838,371               n/a       4,280,222
Keith M. Schappert                     790,974,667             n/a       1,449,584               n/a       4,280,222
William N. Shiebler                    790,886,175             n/a       1,538,076               n/a       4,280,222

Approval of Named Executive
Officers Compensation                  783,899,618       8,132,364             n/a           392,268       4,280,222

Approval of Amended Incentive
Compensation Plan                      784,675,572       7,662,885             n/a            85,793       4,280,222

Ratification of the Appointment of
Public Accounting Firm                 796,529,296          75,707             n/a            99,470             n/a

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Calamos Asset Management, Inc. Incentive Compensation Plan, as amended and effective June 3, 2014.

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