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): December 2, 2010


EPOCH HOLDING CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
 
1-9728
 
20-1938886
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
     
Identification No.)
   
640 Fifth Avenue, New York, NY
 
10019
Address of principal executive offices
 
Zip Code
   
Registrant's telephone number, including area code: (212) 303-7200

N/A
(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:

¨                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 

 
 

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

Epoch Holding Corporation ("Epoch" or the "Company") held its Annual Meeting of Stockholders (the “Meeting”) on December 2, 2010.  There were 22,801,966 shares of common stock entitled to be voted and 21,927,525 shares were voted in person or by proxy.

At the Meeting:

(1)
Stockholders elected each of the seven nominees to serve as members of the Board of Directors.  Each director shall serve for a one-year term and until a successor has been elected and qualified or until the director’s resignation or removal.

(2)
CF & Co., L.L.P. was ratified as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2011.

The Company’s inspector of elections certified the following vote tabulations:

Board of Directors:

Director
 
For
   
Withheld
   
Broker Non-Votes
 
Allan R. Tessler
    14,909,821       2,980,277       4,037,427  
William W. Priest
    17,876,428       13,670       4,037,427  
Enrique R. Arzac
    14,904,828       2,985,270       4,037,427  
Jeffrey L. Berenson
    17,839,762       50,336       4,037,427  
John L. Cecil
    17,877,670       12,428       4,037,427  
Peter A. Flaherty
    17,877,683       12,415       4,037,427  
Timothy T. Taussig
    17,790,985       99,113       4,037,427  

Independent Registered Public Accounting Firm:

   
For
   
Against
   
Abstain
   
Broker Non-Votes
 
Ratification of independent registered public accounting firm
    21,808,956       8,352       110,271       N/A  

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
EPOCH HOLDING CORPORATION
     
 
By:
/s/ Adam Borak
 
Name: Adam Borak
Title: Chief Financial Officer

Date: December 2, 2010