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) June 9, 2014

 

 

SUMMIT FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   333-108818   05-0577932

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

595 South Federal Highway

Suite 500

Boca Raton, Florida

  33432
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code (561) 338-2800

 

 

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))

 

¨ 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 June 6, 2014, we held a Special Meeting of Shareholders. At the Special Meeting, our shareholders voted to approve the Agreement and Plan of Merger, dated as of November 16, 2013, as amended as of March 17, 2014, referred to as the “merger agreement,” by and among RCS Capital Corporation, or “RCAP,” a Delaware corporation, Dolphin Acquisition, LLC, or “Merger Sub,” a Delaware limited liability company and a wholly owned subsidiary of RCAP, and Summit Financial Services Group, Inc., or “Summit,” a Florida corporation, and the transactions contemplated by the merger agreement, including the merger of Merger Sub with and into Summit, referred to as the “merger.” In addition, the shareholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to Summit’s named executive officers in connection with the merger, and approved the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement (including the plan of merger included therein), the merger and the other transactions contemplated by the merger agreement. The following table reflects the results of the meeting:

Proposal to approve the Agreement and Plan of Merger, dated as of November 16, 2013, as amended as of March 17, 2014, referred to as the “merger agreement,” by and among RCS Capital Corporation, or “RCAP,” a Delaware corporation, Dolphin Acquisition, LLC, or “Merger Sub,” a Delaware limited liability company and a wholly owned subsidiary of RCAP, and Summit Financial Services Group, Inc., or “Summit,” a Florida corporation, and the transactions contemplated by the merger agreement, including the merger of Merger Sub with and into Summit, referred to as the “merger.”

 

SHARES

VOTED

 

SHARES

VOTED

FOR

 

SHARES

VOTED

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

15,060,592

  15,016,028   36,564   8,000   0

Proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Summit’s named executive officers in connection with the merger.

 

SHARES

VOTED

 

SHARES

VOTED

FOR

 

SHARES

VOTED

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

15,060,592

  14,751,335   114,983   194,274   0

Proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement (including the plan of merger included therein), the merger and the other transactions contemplated by the merger agreement

 

SHARES

VOTED

 

SHARES

VOTED

FOR

 

SHARES

VOTED

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

15,060,592

  15,015,236   37,356   8,000   0


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.

 

      SUMMIT FINANCIAL SERVICES GROUP, INC.
      (Registrant)
Date: June 9, 2014      

/s/ Marshall T. Leeds

      Marshall T. Leeds
      Chairman and Chief Executive Officer