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EX-99.1 - EX-99.1 - WADDELL & REED FINANCIAL INCa17-12091_1ex99d1.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):

April 27, 2017

 

WADDELL & REED FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

001-13913

51-0261715

 

 

(State or Other
Jurisdiction of
Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

 

6300 Lamar Avenue

Overland Park, Kansas 66202

(Address of Principal Executive Offices) (Zip Code)

 

(913) 236-2000

(Registrant’s telephone number, including area code)

 


(Registrant’s 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):

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 



 

ITEM 2.02                                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

On May 2, 2017, Waddell & Reed Financial, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fiscal quarter ended March 31, 2017.  A copy of the Company’s press release is furnished as Exhibit 99.1 and incorporated herein by reference.

 

ITEM 5.07                                  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On April 27, 2017, the Company held its 2017 Annual Meeting of Stockholders.  The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the SEC on March 3, 2017.  The results of the stockholder vote are as follows:

 

Proposal 1 – Election of Directors

 

The following individuals were elected to serve as Class I directors to hold office until the 2020 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, or their earlier resignation or removal.

 

Nominee

 

For

 

Withheld

 

Non-Votes

 

 

 

 

 

 

 

Sharilyn S. Gasaway

 

65,604,400

 

1,257,305

 

9,454,528

Alan W. Kosloff

 

64,384,803

 

2,476,640

 

9,454,528

Jerry W. Walton

 

64,121,273

 

2,740,170

 

9,454,528

 

Proposal 2 – Advisory Vote on Named Executive Officer Compensation

 

The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.

 

For

 

Against

 

Abstain

 

Non-Votes

63,385,111

 

3,259,982

 

216,612

 

9,454,528

 

Proposal 3 – Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation

 

The stockholders approved, on an advisory basis, that the Company conduct future advisory votes on named executive officer compensation every year.

 

One Year

 

Two Years

 

Three Years

 

Abstain

52,171,437

 

237,108

 

14,204,807

 

248,353

 

 

Based on these results, and consistent with its recommendation, the Board has determined that the Company will hold an advisory vote on named executive officer compensation annually.

 

Proposal 4 – Ratification of KPMG LLP as the Company’s Independent Registered Public Accounting Firm

 

The stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the 2017 fiscal year.

 

For

 

Against

 

Abstain

 

Non-Votes

75,535,589

 

685,162

 

95,482

 

0

 



 

ITEM 9.01                                  FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)                                 Exhibits.

 

99.1                        Press Release dated May 2, 2017

 



 

SIGNATURES

 

 

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

 

 

 

WADDELL & REED FINANCIAL, INC.

 

 

 

 

Date: May 2, 2017

By:

/s/ Brent K. Bloss

 

 

 

Senior Vice President, Chief Financial Officer

 

 

and Treasurer

 



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated May 2, 2017