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EX-99.2 - PRESENTATION - FIRST MARBLEHEAD CORPexhibit992.htm
EX-99.1 - PRESS RELEASE - FIRST MARBLEHEAD CORPexhibit991.htm


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): November 13, 2012
 
The First Marblehead Corporation
(Exact name of registrant as specified in charter)
 
Delaware
 
001-31825
 
04-3295311
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

The Prudential Tower
800 Boylston Street, 34th Floor
Boston, Massachusetts
 
 
 
02199-8157
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  (800) 895-4283
 
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.

On November 13, 2012, The First Marblehead Corporation (the “Corporation”) held its 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”).  A total of 67,262,021 shares of common stock were present or represented by proxy at the 2012 Annual Meeting, representing 65.85% of the issued and outstanding shares entitled to vote at the 2012 Annual Meeting.
 
On November 13, 2012, the independent inspector of elections for the 2012 Annual Meeting delivered its final results, which reported that the seven nominees listed below were elected to the Corporation’s Board of Directors, KPMG LLP was ratified as the Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2013 and the compensation of the Corporation’s named executive officers was, on an advisory basis, approved.
 
Proposal One — Election of Directors.  On the recommendation of the Corporation’s nominating and corporate governance committee, the Corporation’s Board of Directors nominated Nancy Y. Bekavac, Dort A. Cameron III, George G. Daly, Peter S. Drotch, Thomas P. Eddy, William D. Hansen and Daniel Meyers for election as directors, each with terms to expire at the Corporation’s next annual meeting of stockholders.  The final results were as follows:
 
 
Board of Directors Nominees
 
For
 
Withheld
 
Broker Non-Votes
Nancy Y. Bekavac
 
39,983,945
 
7,153,619
 
20,124,457
Dort A. Cameron III
 
39,698,107
 
7,439,457
 
20,124,457
George G. Daly
 
39,790,394
 
7,347,170
 
20,124,457
Peter S. Drotch
 
40,328,030
 
6,809,534
 
20,124,457
Thomas P. Eddy
 
40,498,005
 
6,639,559
 
20,124,457
William D. Hansen
 
39,856,116
 
7,281,448
 
20,124,457
Daniel Meyers
 
40,263,584
 
6,873,980
 
20,124,457

Proposal Two — Ratification of Appointment of Independent Registered Public Accounting Firm.  The Corporation’s audit committee, consisting of independent members of its Board of Directors, had appointed the firm of KPMG LLP to serve as its independent registered public accounting firm for the fiscal year ending June 30, 2013.  KPMG LLP has been the Corporation’s independent registered public accounting firm since its inception in 1991.  Although stockholder approval of the appointment of KPMG LLP is not required by the Corporation’s by-laws or other applicable legal requirements, the Corporation believes that it is advisable to give stockholders an opportunity to ratify this appointment.  The final results were as follows:

 
For
 
Against
 
Abstain
 
Broker Non-Votes
65,846,665
 
1,315,292
 
100,064
 
0
 
Proposal Three — Approval, on an Advisory Basis, of the Compensation of the Corporation’s Named Executive Officers.  In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Corporation provided its stockholders the opportunity to approve the compensation of the Corporation’s named executive officers as disclosed in the Corporation’s 2012 proxy statement dated September 27, 2012 and which was filed with the Securities and Exchange Commission on October 3, 2012 (the “2012 Proxy Statement”).  Although stockholder approval of the Corporation’s compensation plans for its named executive officers is advisory in nature and not binding on the Corporation, the Corporation’s Board of Directors intends to carefully consider the resulting stockholder vote.  The final results were as follows:

 
For
 
Against
 
Abstain
 
Broker Non-Votes
39,071,737
 
8,036,049
 
29,778
 
20,124,457
 
See the 2012 Proxy Statement for additional information on the 2012 Annual Meeting and the foregoing proposals. 

 
 

 

Item 7.01.  Regulation FD Disclosure.
 
On November 9, 2012, The First Marblehead Corporation (the “Corporation”) announced that Daniel Meyers, Chairman of the Board, Chief Executive Officer and President will be presenting at the Sandler O’Neill + Partners 2012 East Coast Financial Services Conference on Thursday, November 15, 2012, at 9:45 AM Eastern Time.  The conference will be held at the Turnberry Isle Miami, Aventura, Florida.  A copy of the Corporation’s press release is furnished as Exhibit 99.1 to this current report of Form 8-K.
 
Investors and other interested parties are invited to listen to the presentation via a simultaneous internet broadcast available through the Corporation’s website at www.firstmarblehead.com, under “For Investors,” or by dialing (877) 253-8059 and entering the pass code 8309199648.  A replay will be available approximately one hour after completion of the presentation on the Corporation’s website. The replay will be available for 30 days.
 
A copy of the Corporation’s presentation is furnished as Exhibit 99.2 to this current report on Form 8-K and incorporated under this Item 7.01 by reference.  The presentation can also be found on the Corporation’s website, www.firstmarblehead.com, by clicking “For Investors,” then “News & Market Data” and then “Presentations.”
 
The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Item 9.01.                      Financial Statements and Exhibits.
 
(d) Exhibits
 
 Exhibit No.          Description of Exhibit
99.1  
Press release issued by the Corporation on November 9, 2012 entitled, “First Marblehead to Present at the Sandler O'Neill East Coast Financial Services Conference"              
     
 99.2             Sandler O'Neill  + Partners 2012 East Coast Financial Services Presentation
 
 
 
 

 

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

 
 
THE FIRST MARBLEHEAD CORPORATION
 
Date:  November 14, 2012
By:
/s/ Kenneth Klipper
 
Kenneth Klipper
Managing Director and Chief Financial Officer
 

 
 

 

EXHIBIT INDEX
 
Exhibit No.
 
Description of Exhibits
 
99.1
 
 
Press release issued by the Corporation on November 9, 2012 entitled, “First Marblehead to Present at the Sandler O'Neill East Coast Financial Services Conference”    
     
 99.2        Sandler O'Neill + Partners 2012 East Coast Financial Services Presentation