UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): June 13, 2011 (June 8, 2011)
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NATIONAL FINANCIAL PARTNERS CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-31781
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13-4029115
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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340 Madison Avenue, 20th Floor
New York, New York
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10173
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(Address of principal executive offices)
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(Zip Code)
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(212) 301-4000
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On June 8, 2011, National Financial Partners Corp. (the “Company”) held its 2011 Annual Meeting of Stockholders. The Company’s stockholders voted on the following matters: (1) the election of seven directors to the Company’s Board of Directors, (2) an advisory vote on executive compensation, (3) an advisory vote on the frequency of holding future advisory votes on executive compensation, (4) the approval of the removal of common stock issuance restrictions upon conversion of the Company’s 4.0% Convertible Senior Notes and the exercise of related warrants and (5) the ratification of the Company’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2011.
Each matter was described in detail in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 15, 2011. The results of the stockholders’ votes are reported below.
Proposal I: Election of Directors
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Nominee
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For
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Against
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Abstain
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Broker Non-Vote
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Jessica M. Bibliowicz
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31,657,040
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2,182,938
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4,214
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5,593,835
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Stephanie W. Abramson
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31,557,757
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2,269,381
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17,054
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5,593,835
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Arthur S. Ainsberg
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33,039,234
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795,957
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9,001
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5,593,835
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R. Bruce Callahan
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33,230,427
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600,492
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13,273
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5,593,835
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John A. Elliott
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33,307,378
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519,560
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17,254
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5,593,835
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J. Barry Griswell
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32,231,514
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1,602,639
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10,039
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5,593,835
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Kenneth C. Mlekush
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32,200,174
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1,614,779
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29,239
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5,593,835
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Proposal II: Advisory Vote on Executive Compensation
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For
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Against
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Abstain
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Broker Non-Vote
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29,143,149
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4,605,019
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96,024
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5,593,835
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Proposal III: Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Vote
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25,973,252
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277,702
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7,546,950
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46,288
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5,593,835
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In light of stockholder votes on Proposal III, which were consistent with the recommendation of the Company’s Board of Directors, the Company has decided to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of advisory votes on executive compensation, which must occur every 6 years.
Proposal IV: Approval of Removal of Common Stock Issuance Restrictions upon Conversion of the Company’s 4.0% Convertible Senior Notes and exercise of related Warrants
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For
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Against
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Abstain
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Broker Non-Vote
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31,722,912
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2,010,234
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111,046
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5,593,835
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Proposal V: Ratification of Appointment of Independent Registered Public Accounting Firm
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For
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Against
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Abstain
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Broker Non-Vote
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38,961,459
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379,011
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97,557
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0
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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.
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National Financial Partners Corp.
Date: June 13, 2011
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By:
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/s/ Donna J. Blank
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Name:
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Donna J. Blank
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Title:
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Executive Vice President and Chief Financial Officer
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