SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 20, 2011
WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in charter)
| Delaware | 001-31234 | 75-2969997 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices)
(214) 756-6900
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| ¨ | 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 |
The annual meeting of stockholders of Westwood Holdings Group, Inc. was held on April 20, 2011 in Dallas, Texas for the purpose of considering and acting upon the following:
| (a) | Election of directors. The stockholders elected the following directors to hold office until the next annual meeting or until their respective successors shall have been duly elected and qualified. |
| Nominee |
For | Withheld | ||||||
| Susan M. Byrne |
7,168,407 | 41,516 | ||||||
| Brian O. Casey |
7,171,088 | 38,835 | ||||||
| Tom C. Davis |
7,153,270 | 56,653 | ||||||
| Richard M. Frank |
6,930,358 | 279,565 | ||||||
| Robert D. McTeer |
6,097,571 | 1,112,352 | ||||||
| Geoffrey Norman |
6,929,728 | 280,195 | ||||||
| Martin J. Weiland |
7,171,086 | 38,837 | ||||||
| Raymond E. Wooldridge |
6,929,528 | 280,395 | ||||||
| (b) | The ratification of Grant Thornton LLP as our independent auditors for the year ending December 31, 2011. |
| For | Against | Abstain | ||||||||
| 7,599,925 | 1,301 | 1,644 | ||||||||
| (c) | Approval of amendments to the Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan. |
| For | Against | Abstain | Broker Non-vote | |||||||||||
| 5,239,245 | 1,950,592 | 20,086 | 392,947 | |||||||||||
| (d) | Non-binding advisory vote on Westwood’s executive compensation. |
| For | Against | Abstain | Broker Non-vote | |||||||||||
| 6,114,127 | 151,735 | 944,061 | 392,947 | |||||||||||
| (e) | Non-binding advisory vote on the frequency of future advisory votes on Westwood’s executive compensation. |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-vote | ||||||||||||||
| 1,223,173 | 5,394 | 4,270,512 | 1,710,614 | 393,177 | ||||||||||||||
SIGNATURES
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 hereunto duly authorized.
Date: April 25, 2011
| WESTWOOD HOLDINGS GROUP, INC. | ||
| By: | /s/ William R. Hardcastle, Jr. | |
| William R. Hardcastle, Jr., | ||
| Chief Financial Officer | ||