UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 19, 2011
GLEACHER & COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-14140
(Commission File Number)
22-2655804
(IRS Employer Identification No.)
1290 Avenue of the Americas
New York, New York
(Address of Principal Executive Offices)
10104
(Zip Code)
(212) 273-7100
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2011, Gleacher & Company, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) at the Company’s principal offices located at 1290 Avenue of the Americas, New York, NY 10104, in accordance with the Notice of Annual Meeting of Stockholders sent on or about April 25, 2011 to all stockholders of record at the close of business on April 7, 2011. The results of voting on each of the matters submitted to a vote of the stockholders at the Annual Meeting are set forth below.
Proposal 1: Election of Directors:
At the Annual Meeting, each of the director nominees listed below was elected for one-year terms expiring in 2012 and received the number of votes set forth after their respective names below.
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For: |
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Withheld: |
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Broker non-votes: | |
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Eric J. Gleacher |
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89,339,650 |
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4,080,338 |
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22,549,365 |
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Henry S. Bienen |
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92,770,969 |
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649,019 |
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22,549,365 |
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Marshall Cohen |
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87,506,031 |
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5,913,957 |
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22,549,365 |
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Robert A. Gerard |
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92,551,940 |
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868,048 |
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22,549,365 |
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Thomas J. Hughes |
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92,656,595 |
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763,393 |
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22,549,365 |
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Mark R. Patterson |
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87,876,135 |
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5,543,853 |
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22,549,365 |
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Christopher R. Pechock |
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92,603,965 |
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816,023 |
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22,549,365 |
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Bruce Rohde |
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92,534,075 |
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885,913 |
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22,549,365 |
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Robert S. Yingling |
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92,797,820 |
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622,168 |
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22,549,365 |
Proposal 2: Advisory Vote on Executive Compensation:
At the Annual Meeting, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. Proposal 2 received the following votes:
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For: |
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91,967,066 |
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Against: |
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1,034,424 |
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Abstain: |
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418,498 |
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Broker non-votes: |
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22,549,365 |
Proposal 3: Advisory Vote on the Frequency of Advisory Votes on Executive Compensation:
At the Annual Meeting, for the advisory vote on the frequency of holding future advisory votes on executive compensation, the frequency of “1 year” received the highest number of votes. Proposal 3 received the following votes:
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1 Year: |
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88,049,661 |
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2 Years: |
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255,634 |
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3 Years: |
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4,572,200 |
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Abstain: |
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542,493 |
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Broker non-votes: |
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22,549,365 |
Subsequent to the advisory vote on this matter by the Company’s stockholders, the Company’s Board of Directors determined that future advisory votes on executive compensation shall be submitted to stockholders on an annual basis, subject to any future developments that suggest that a biennial or triennial advisory vote would be more appropriate.
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm:
At the Annual Meeting, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2011 was ratified. Proposal 4 received the following votes:
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For: |
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115,759,720 |
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Against: |
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168,856 |
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Abstain: |
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40,777 |
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Broker non-votes: |
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0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GLEACHER & COMPANY, INC. | |
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By: |
/s/ Jeffrey Kugler |
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Name: |
Jeffrey Kugler |
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Title: |
Chief Financial Officer |
Dated: May 20, 2011