UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 5, 2020
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GAMCO INVESTORS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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1-14761
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13-4007862
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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191 Mason Street, Greenwich, CT
One Corporate Center, Rye, NY
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06830
10580
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's Telephone Number, Including Area Code: (203) 629-2726
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
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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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Class A Common Stock, $0.001 par value
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GBL
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New York Stock Exchange
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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 (§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
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.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The 2020 Annual Meeting of Shareholders (the “Meeting”) of GAMCO Investors, Inc. (the “Company”) was held on June 5, 2020. At the Meeting, the shareholders of
the Company: (1) elected seven directors to the Company’s Board of Directors to serve until the 2021 Annual Meeting of Shareholders or until their respective successors have been duly elected and qualified; (2)
ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020; (3) amended the Company’s Amended and Restated Certificate
of Incorporation to decrease the total number of authorized shares of Class B common stock (“Class B Stock”) from 100,000,000 shares to 25,000,000 shares; (4) re-approved the Amended and Restated Employment Agreement
with Mario J. Gabelli, the Company’s Chairman and Chief Executive Officer; and (5) approved, on an advisory basis, the Company’s named executive officer compensation.
As of April 21, 2020, the record date for the Meeting, the Company had outstanding 8,671,071 shares of Class A common stock (“Class A Stock”) and 19,024,117
shares of Class B Stock. The Class A Stock and Class B Stock vote together as a single class on all matters. Each share of Class A Stock is entitled to one vote per share and each share of Class B Stock is entitled
to ten votes per share. Shares present or represented at the Meeting were 7,347,253 shares of Class A Stock and 18,939,079 shares of Class B Stock, constituting a quorum.
Set forth below, with respect to each of the matters submitted to shareholders, are the number of votes
cast for or against or withheld, and the number of abstentions, broker non-votes, and uncast votes, where applicable.
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(1) Election of Directors
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NOMINEE
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VOTES FOR |
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VOTES
WITHHELD
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BROKER
NON-VOTES
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Edwin L. Artzt
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195,637,596
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123,691
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976,756
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Raymond C. Avansino, Jr.
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194,147,540
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1,613,747
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976,756
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| Leslie B. Daniels | 195,648,277 | 113,010 |
976,756
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Mario J. Gabelli
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194,629,810
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1,131,477
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976,756
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Eugene R. McGrath
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195,268,336
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492,951
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976,756
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Robert S. Prather, Jr.
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195,237,921
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523,366
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976,756
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Elisa M. Wilson
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194,534,101
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1,227,186
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976,756
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VOTES FOR
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VOTES AGAINST
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ABSTAINED
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BROKER NON-VOTES
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(2) Ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for
the year ending December 31, 2020
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196,718,903
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9,641
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9,499
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-
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VOTES FOR
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VOTES AGAINST
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ABSTAINED
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BROKER NON-VOTES
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UNCAST | ||||||||||||||
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(3) Amendment of the Company's Amended and Restated Certificate of Incorporation to decrease the total number of
authorized shares of Class B Stock from 100,000,000 shares to 25,000,000 shares
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191,530,259
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7,013
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664,504
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-
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4,536,267 | ||||||||||||||
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VOTES FOR
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VOTES AGAINST
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ABSTAINED
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BROKER NON-VOTES
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UNCAST | ||||||||||||||
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(4) Re-approval of the Amended and Restated Employment Agreement with Mario J. Gabelli
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188,046,956
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2,513,689
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664,375
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976,756
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4,536,267 | ||||||||||||||
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VOTES FOR
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VOTES AGAINST
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ABSTAINED
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BROKER NON-VOTES
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UNCAST | ||||||||||||||
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(5) Advisory vote on named executive officer compensation
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188,044,143
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2,515,750
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665,127
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976,756
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4,536,267 | ||||||||||||||
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.
GAMCO Investors, Inc.
By: /s/ Kieran Caterina
Kieran Caterina
Senior Vice President and Principal Financial Officer
Date: June 5, 2020