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MERR > SEC Filings for MERR > Form 8-K on 2-Jul-2014All Recent SEC Filings

Show all filings for MERRIMAN HOLDINGS, INC

Form 8-K for MERRIMAN HOLDINGS, INC


2-Jul-2014

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

On June 27, 2014, Merriman Holdings, Inc. held its annual meeting of stockholders. Proxies were solicited from stockholders and several matters were voted on at the meeting. Stockholders of record as of the close of business on May 21, 2014 were entitled to vote. A quorum was established for the meeting, with holders of 103,309,962 shares present in person or by proxy out of a total of 131,759,125 shares, or 78.4%, 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, which are 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        96,387,365               50,868              6,871,729

Ronald L. Chez              96,256,000              182,223              6,871,729

Dennis G. Schmal            96,255,954              182,279              6,871,729

William J. Febbo            96,255,954              182,279              6,871,729

Jeffrey M. Soinski          96,255,928              182,305              6,871,729

Patrick W. O'Brien          96,255,525              182,708              6,871,729

Robert Ward                 96,343,314               94,919              6,871,729

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           96,375,498               62,735              6,871,729

Ronald L. Chez                 96,204,904              227,329              6,871,729

Dennis G. Schmal               96,210,858              227,375              6,871,729

William J. Febbo               96,210,858              227,375              6,871,729

Jeffrey M. Soinski             96,210,832              227,401              6,871,729

Patrick W. O'Brien             96,210,429              227,804              6,871,729

 Robert Ward                   96,319,579              118,654              6,871,729

Proposal 2. Approval of Reverse Stock Split at a Ratio of Up to 1-for-30

Stockholder voted to approve the proposal to effect a reverse stock split at a ratio of up to 1-for-30. 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                        101,434,702           1,885,206               54                     0

Stockholder voted to ratify the selection of Marcum LLP as our independent registered public accounting firm for fiscal year 2014. 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                        101,991,575           2,318,320               66                     0

Proposal 3. Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2014

Stockholder voted to ratify the selection of Marcum LLP as our independent registered public accounting firm for fiscal year 2014. 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                        102,351,569             448,073        510,320                     0

Stockholder voted to ratify the selection of Marcum LLP as our independent registered public accounting firm for fiscal year 2014. 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                        102,131,384             551,015        627,563                     0

Proposal 4. 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 2014 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.

                                                                                             Broker
                                       Votes For        Votes Against       Abstain        Non-Votes

Proposal 4 Before Giving Effect to
Voting Agreement                        96,169,039             257,891         11,303        6,871,729

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

                                                                                          Broker
                                      Votes For        Votes Against       Abstain        Non-Votes

Proposal 4 After Giving Effect to
Voting Agreement                        96,105,561             317,140         13,900        6,871,729

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