Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - Sculptor Capital Management, Inc. | a2017meeting8-kxexhibit101.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): May 9, 2017 (May 9, 2017)
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-33805 | 26-0354783 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
9 West 57th Street, New York, New York | 10019 | |
(Address of Principal Executive Offices) | (Zip Code) | |
212-790-0000
(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 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
(e) On May 9, 2017, the shareholders of Och-Ziff Capital Management Group LLC (the “Company”) approved the adoption of an amendment (the “Plan Amendment”) to the Company’s 2013 Incentive Plan (as amended, the “Amended 2013 Plan”), which was previously approved by the Company’s Compensation Committee and Board of Directors. The Amended 2013 Plan provides that the Company or certain participating subsidiaries or affiliates may grant or sell equity-based awards based on or consisting of Class A Shares, Class B Shares, and interests in the members of the Och-Ziff Operating Group.
A summary of the Plan Amendment was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2017 (the “Definitive Proxy Statement”) in connection with the 2017 Annual Meeting of Shareholders, under the section entitled “Proposal No. 3—Approval of the Adoption of the Amendment of the Company’s 2013 Incentive Plan” beginning on page 21 of the Definitive Proxy Statement. The summary of the Plan Amendment in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the Plan Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Securities Holders.
(a)The Annual Meeting of Shareholders of the Company was held on May 9, 2017.
(b)At the Annual Meeting, the Shareholders:
(i)elected William P. Barr and Allan S. Bufferd as Class I directors to serve for a term of three years and until their successors are duly elected or appointed and qualified;
(ii)ratified the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2017;
(iii)approved the adoption of the amendment of the Company’s 2013 Incentive Plan;
(iv)approved, by a non-binding advisory vote, the compensation of the Named Executive Officers of the Company (the “Say-on-Pay Vote”);
(v)selected, by a non-binding advisory vote, the frequency of future Say-on-Pay Votes to be every three years.
Set forth below, with respect to each matter above are, as applicable, the number of votes cast for or against, the number of abstentions and the number of broker non-votes:
1. | Election of Directors |
Nominee | Votes For | Withheld | Broker Non-Votes | |||||
William P. Barr | 339,821,810 | 1,022,244 | 53,961,681 | |||||
Allan S. Bufferd | 336,930,056 | 3,913,998 | 53,961,681 | |||||
2. | Ratification of Selection of Independent Registered Public Accounting Firm |
Votes For | 392,696,815 | |
Votes Against | 1,686,556 | |
Abstentions | 422,364 | |
3. | Amendment to the Company’s 2013 Incentive Plan |
Votes For | 290,824,288 | |
Votes Against | 49,229,157 | |
Abstentions | 790,609 | |
Broker Non-Votes | 53,961,681 | |
4. | Advisory Vote on Executive Compensation |
Votes For | 323,620,549 | |
Votes Against | 16,408,471 | |
Abstentions | 815,034 | |
Broker Non-Votes | 53,961,681 | |
5. | Advisory Vote on Frequency of Future Say-on-Pay Votes |
One Year | 291,200,324 | |
Two Years | 141,612 | |
Three Years | 48,657,432 | |
Abstentions | 844,686 | |
Broker Non-Votes | 53,961,681 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC | |||
(Registrant) | |||
By: | /s/ Alesia J. Haas | ||
Alesia J. Haas | |||
Chief Financial Officer and Executive Managing Director | |||
May 9, 2017
Exhibit Index