UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 2020
JMP Group LLC
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-36802 |
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47-1632931 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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600 Montgomery Street, Suite 1100, San Francisco, California 94111 |
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(Address of Principal Executive Offices, including zip code) |
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415-835-8900 |
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(Registrant’s Telephone Number, Including Area Code) |
(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:
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☐ |
Written communication 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) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐ |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
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Shares representing limited liability company interests in JMP Group LLC |
JMP |
New York Stock Exchange |
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JMP Group LLC 6.875% Senior Notes due 2029 |
JMPNZ |
The NASDAQ Global Market |
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JMP Group Inc. 7.25% Senior Notes due 2027 |
JMPNL |
The NASDAQ Global Market |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 1, 2020, JMP Group LLC (the “Company”) held its annual meeting of the shareholders (the “Annual Meeting”). The proxy statement and solicitation pertaining to the Annual Meeting were previously filed with the Securities and Exchange Commission. Shares eligible to vote were 19,577,400 at the record date of April 9, 2020. At the Annual Meeting, the shareholders (i) elected all nine nominees for the board of directors (which directors shall serve until the next annual meeting of shareholders); (ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (iii) approved, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The number of votes cast for or against, and the number of withheld and total broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
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Proposal 1. |
Election of directors. |
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Nominee |
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For |
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Against |
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Withheld |
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Broker Non-Votes |
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Joseph A. Jolson |
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10,974,377 |
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0 |
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125,346 |
2,456,125 |
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Craig R. Johnson |
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10,862,703 |
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0 |
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237,020 |
2,456,125 |
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Carter D. Mack |
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10,797,091 |
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0 |
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302,632 |
2,456,125 |
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Mark L. Lehmann |
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10,944,000 |
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0 |
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155,723 |
2,456,125 |
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Glenn H. Tongue |
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10,750,689 |
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0 |
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349,034 |
2,456,125 |
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Kenneth M. Karmin |
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10,767,566 |
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0 |
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322,157 |
2,456,125 |
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H. Mark Lunenburg |
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10,839,241 |
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0 |
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260,482 |
2,456,125 |
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David M. DiPietro |
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10,767,766 |
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0 |
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331,957 |
2,456,125 |
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Jonathan M. Orszag |
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10,638,362 |
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0 |
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461,361 |
2,456,125 |
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The following matters were approved by the votes indicated:
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Proposal 2. |
Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. |
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For |
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Against |
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Abstain |
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Broker Non-votes |
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13,504,612 |
40,859 |
10,377 |
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* |
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* Not applicable
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Proposal 3. |
Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. |
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For |
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Against |
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Abstain |
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Broker Non-votes |
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10,825,152 |
254,683 |
19,888 |
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2,456,125 |
Signature(s)
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.
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JMP Group LLC |
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Date: June 1, 2020 |
By: |
/s/ Walter Conroy |
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Walter Conroy |
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Chief Legal Officer |
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