WESTWOOD HOLDINGS GROUP, INC. (NYSE:WHG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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WESTWOOD HOLDINGS GROUP, INC. (NYSE:WHG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As previously announced and as further described under Item 5.07,
on April 26, 2017, Westwood Holdings Group, Inc. (the Company)
held its annual meeting of stockholders in Dallas, Texas (the
Annual Meeting). The Companys stockholders approved the Fourth
Amended and Restated Westwood Holdings Group, Inc. Stock
Incentive Plan (the Incentive Plan). The material revisions of
the Incentive Plan included:
Increase the total number of shares currently authorized
under the Incentive Plan by 250,000 shares;
Require a minimum one-year vesting limitation on awards
granted under the Incentive Plan (with exception for death,
disability, or a change in control), with a carve-out
exception for up to 5% of the total shares currently
authorized under the Incentive Plan;
Eliminate option share repricing;
Eliminate the ability to accelerate vesting of shares other
than for death, disability, or change in control;
Prohibit utilizing shares of stock that are withheld to
satisfy tax withholding obligations for subsequent awards
under the Incentive Plan;
Prohibit the payment of dividends on unvested shares;
Set a limitation, such that the grant of an award to a
non-employee director, acting in his or her capacity as
director, taken together with cash fees paid to the
non-employee director, cannot exceed $350,000 in the case
of a non-employee director other than the Chairman of the
Board or $500,000 in the case of the Chairman of the Board;
and
Extend the term of the Incentive Plan to March 10, 2027.
The Incentive Plan was included as Appendix A to the Definitive
Proxy Statement filed with the SEC on March 20, 2017.
Item 5.07
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following Proposals 1, 2, 3, 4, 5, and
6 were approved by the Companys stockholders. No other business
was brought before the Annual Meeting. The Proposals are
described in detail in the Companys definitive proxy statement
filed with the SEC on March 20, 2017. The voting results for the
Annual Meeting are set forth below.
(a)
Proposal 1: The stockholders elected the directors listed
below to hold office until the next annual meeting and
until their respective successors shall have been duly
elected and qualified. The voting results for this Proposal
1 were as follows:
Nominee
For
Withheld
Broker Non-Vote
Brian O. Casey
7,048,388
46,240
849,592
Richard M. Frank
7,028,782
65,846
849,592
Susan M. Byrne
7,050,331
44,297
849,592
Ellen H. Masterson
7,006,524
88,104
849,592
Robert D. McTeer
7,023,613
71,015
849,592
Geoffrey R. Norman
7,028,902
65,726
849,592
Martin J. Weiland
7,021,981
72,647
849,592
Raymond E. Wooldridge
7,010,741
83,887
849,592
(b)
Proposal 2: The stockholders ratified Deloitte Touche LLP
as the Companys independent auditors for the year ending
December 31, 2017. The voting results for this Proposal 2
were as follows:
For
Against
Abstain
7,807,463
132,635
4,122
(c)
Proposal 3: The stockholders approved the Fourth Amended
and Restated Westwood Holdings Group, Inc. Stock Incentive
Plan. The voting results for this Proposal 3 were as
follows:
For
Against
Abstain
Broker Non-Vote
6,122,638
953,689
18,301
849,592
(d) Proposal 4: The stockholders approved, on a non-binding,
advisory basis, the Company’s executive compensation. The voting
results for this Proposal 4 were as follows:
For
Against
Abstain
Broker Non-Vote
5,340,667
1,729,575
24,386
849,592
(e) Proposal 5: The stockholders approved, on a non-binding,
advisory basis, an annual advisory vote on the Company’s executive
compensation. The voting results for this Proposal 5 were as
follows:
1 Year
2 Years
3 Years
Abstain
Broker Non-Vote
6,107,499
18,160
965,759
3,211
849,591
In light of the stockholder vote on Proposal 5, the Company will
include an advisory stockholder vote on the compensation of named
executive officers in its proxy materials once every year until the
next required vote on the frequency of stockholder votes on the
Company’s executive compensation.
(f) Proposal 6: The stockholders approved the amendments to the
Amended and Restated Certificate of Incorporation, as amended and
Amended and Restated Bylaws to eliminate the provisions prohibiting
removal of directors without cause. The voting results for this
Proposal 6 were as follows:
For
Against
Abstain
7,907,399
17,475
19,346


About WESTWOOD HOLDINGS GROUP, INC. (NYSE:WHG)

Westwood Holdings Group, Inc. (Westwood) is a holding company. Through its subsidiaries, the Company manages investment assets and provides services. The Company operates through its subsidiaries, which include Westwood Management Corp. and Westwood Advisors, LLC (together, Westwood Management), Westwood International Advisors Inc. (Westwood International) and Westwood Trust. The Company operates through two segments: Advisory and Trust. The Company’s advisory segment comprises Westwood Management and Westwood International, and encompasses three distinct investment teams: the United States Value Team, the Global Convertible Securities Team, and the Global and Emerging Markets Equity Team. The Company, through Westwood Trust, provides fiduciary and investment services to high net worth individuals and families, non-profit endowments and foundations, public and private retirement plans and individual retirement accounts (IRAs).

WESTWOOD HOLDINGS GROUP, INC. (NYSE:WHG) Recent Trading Information

WESTWOOD HOLDINGS GROUP, INC. (NYSE:WHG) closed its last trading session down -0.67 at 55.13 with 19,269 shares trading hands.