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 8, 2016

 

FXCM Inc.

 

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-34986   27-3268672
         
(State or Other Jurisdiction of   (Commission File Number)   (IRS Employer
Incorporation)       Identification No.)

 

55 Water St. FL 50, New York, NY, 10041

(Address of Principal Executive Offices) (Zip Code)

 

(646) 432-2986

(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:

 

¨   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

 

FXCM Inc. (the “Company”) held its annual meeting of shareholders on June 8, 2016 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 26, 2016 (File No. 001-34986). There were 8,239,623 shares of common stock entitled to be voted and 6,331,204 shares present in person or by proxy, at the Annual Meeting. The matters voted upon at the Annual Meeting and the final results of the votes were as follows:

 

Proposal 1 – Election of Directors

 

Each of the following nominees for director was elected to hold office until the next annual meeting of shareholders and until his or her successor is duly elected and qualified. The final voting results are set forth below:

 

             
Dror (Drew) Niv   For     4,084,062  
    Withheld     125,677  
    Broker non-votes     0  
     
David Sakhai   For           4,083,373  
    Withheld     126,366  
    Broker non-votes     0  
     
William Ahdout   For           4,083,192  
    Withheld     126,547  
    Broker non-votes     0  
     
James Brown   For           4,071,629  
    Withheld     138,110  
    Broker non-votes     0  
     
Robin Davis   For          4,084,340  
    Withheld     125,399  
    Broker non-votes     0  
     
Bryan Reyhani   For     4,148,391  
    Withheld     61,348  
    Broker non-votes     0  
     
Kenneth Grossman   For          4,082,817  
    Withheld     126,922  
    Broker non-votes     0  
             

Eric LeGoff   For           4,083,982  
    Withheld     125,757  
    Broker non-votes     0  
       
Arthur Gruen   For          4,069,588  
    Withheld     140,151  
    Broker non-votes     0  
       
Ryan Silverman   For           4,069,048  
    Withheld     140,691  
    Broker non-votes     0  
       
Eduard Yusupov   For           4,082,128  
    Withheld     127,611  
    Broker non-votes     0  

 

 

 

 

Proposal 2- Approval of an amendment to the FXCM Inc. Amended and Restated 2010 Long-Term Incentive Plan

 

An amendment to the FXCM Inc. Amended and Restated 2010 Long-Term Incentive Plan was approved. The final voting results are set forth below:

 

         
For         4,076,950
Against         113,976
Abstain         18,813
Broker non-votes         2,121,465

 

Proposal 3- Ratification of Independent Registered Public Accounting Firm

 

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified. The final voting results are set forth below:

 

         
For         6,154,512
Against         172,086
Abstain         4,606
Broker non-votes         0

 

Proposal 4 – Non-Binding Advisory Vote on Executive Compensation

The resolution to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers was approved. The final voting results are set forth below.

 

         
For       3,883,592
Against       131,017
Abstain       195,130
Broker non-votes         2,121,465

 

 

 

 

SIGNATURE

 

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.

 

         
 

FXCM INC.

 
     
  By:   /s/ David Sassoon  
    Name:   David Sassoon  
    Title:   General Counsel  

 

Date: June 13, 2016