Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - OPPENHEIMER HOLDINGS INC | opyshareholdermeeting511.htm |
As filed with the Securities and Exchange Commission on May 12, 2020
___________________________________________________
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 11, 2020
OPPENHEIMER HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 1-12043
Delaware 98-0080034 (State of incorporation) (IRS Employer Identification Number) 85 Broad Street New York, NY 10004 (Address of Principal Executive Offices) (Zip Code) (212) 668-8000 (Registrant’s telephone number, including area code) |
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.):
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 CRF 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock | OPY | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company 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
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
(a) On May 11, 2020, Oppenheimer Holdings Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) virtually.
(b) At the Annual Meeting, the holders of 98,543 shares of the Company’s Class B voting common stock (“Class B Voting Stock”) elected the nine (9) nominees for director named below as directors to serve until their successors are elected and qualified. The votes for such persons were as follows:
Name | For | Withheld | Broker Non-Votes |
E. Behrens | 98,079 | 3 | 461 |
T.M. Dwyer | 98,079 | 3 | 461 |
W. Ehrhardt | 98,068 | 14 | 461 |
P.M. Friedman | 98,071 | 11 | 461 |
T.A. Glasser | 98,079 | 3 | 461 |
A.G. Lowenthal | 98,082 | 0 | 461 |
R.S. Lowenthal | 98,079 | 3 | 461 |
A.W. Oughtred | 98,082 | 0 | 461 |
R.L. Roth | 98,082 | 0 | 461 |
In addition, at the Annual Meeting, the holders of the Company’s Class B Voting Stock (i) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year and authorized the Audit Committee to fix such auditor’s remuneration with 98,532 votes for such proposal, 11 votes against such proposal, and 0 abstentions as to such proposal. (ii) approved the compensation of the Company’s named executive officers with 98,022 votes for such proposal, 7 votes against such proposal, 53 abstentions as to such proposal, and 461 broker-non votes on such proposal; (iii) voted for the 3 year frequency option on future advisory votes on executive compensation with 98,029 votes for 3 year frequency, 2 votes for 2 year frequency, 6 votes for 1 year frequency, 45 abstentions as to such proposal, and 461 broker non-votes on such proposal; and (iv) authorized the issuance of up to 1,250,000 shares of Class A non-voting common stock to the Company’s 2014 Incentive Plan with 98,026 votes for such proposal, 11 votes against such proposal, 45 abstentions as to such proposal, and 461 broker non-votes on such proposal.
(c) Not applicable.
(d) Not currently applicable.
SECTION 7 - REGULATION FD
ITEM 7.01. Regulation FD Disclosure.
On May 11, 2020, representatives of the Company made a presentation to attendees at the Annual Meeting regarding the Company using the slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.1 (the "Slides").
By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
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The information contained in the Slides is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Slides, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
In accordance with General Instruction B.2 to Current Report on Form 8-K, the information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. Financial Statements and Exhibits.
(d) The following Exhibit is submitted herewith.
Exhibit No. | Description | |
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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.
Oppenheimer Holdings Inc.
Date: May 12, 2020 By: /s/ Jeffrey J. Alfano --------------------------------- Jeffrey J. Alfano Chief Financial Officer (Duly Authorized Officer) |
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EXHIBIT INDEX
Exhibit Number | Description | |
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