UNITED STATES

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): May 10, 2011

 

 

OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC

(Exact Name of Registrant as Specified in Its Charter)

 

 

DELAWARE

(State or Other Jurisdiction of Incorporation)

 

001-33805   26-0354783
(Commission File Number)   (IRS Employer Identification No.)

 

9 West 57th Street, New York, New York   10019
(Address of Principal Executive Offices)   (Zip Code)

212-790-0041

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (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

(a) The Annual Meeting of Shareholders of Och-Ziff Capital Management Group LLC (the “Company”) was held on May 10, 2011.

(b) At the Annual Meeting, the Shareholders:

 

  (i) elected Joel M. Frank and Allan S. Bufferd to serve as Class I directors of the Company, both to serve for a three-year term and until their successors are duly elected or appointed and qualified;

 

  (ii) ratified the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2011;

 

  (iii) approved the advisory vote on executive compensation; and

 

  (iv) approved holding future advisory votes on executive compensation every three years.

Set forth below, with respect to each matter above are, as applicable, the number of votes cast for or against, the number of abstentions and the number of broker non-votes:

1. Election of Directors.

 

Nominee

   Votes For    Withheld    Broker Non-Votes

Joel M. Frank

   297,339,108    3,363,900    15,984,355

Allan S. Bufferd

   299,415,146    1,287,862    15,984,355

2. Ratification of Selection of Independent Registered Public Accounting firm.

 

        Votes For

           315,481,460   

        Votes Against        

           1,182,909   

        Abstentions

           22,994   

3. Advisory Vote on Executive Compensation.

 

        Votes For

           297,549,846   

        Votes Against

           2,720,253   

        Abstentions

           432,909   

        Broker Non-Votes

           15,984,355   

4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.

 

        3 years

           278,444,262   

        2 years

           53,265   

        1 year

           21,773,039   

        Abstentions

           432,442   

        Broker Non-Votes

           15,984,355   

(d) The Company’s Shareholders approved, by a majority of the votes cast, the holding of future advisory votes on executive compensation once every three years. In line with this advisory vote, the Company’s Board of Directors has determined to include an advisory vote on executive compensation in its proxy materials every three years until the next required advisory vote on the frequency of future advisory votes on executive compensation.

 

 

 

 


SIGNATURES

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

 

OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC

(Registrant)

By:

 

/s/ Joel M. Frank

  Joel M. Frank
 

Chief Financial Officer,

Senior Chief Operating Officer and

Executive Managing Director

May 11, 2011