GAIN CAPITAL HOLDINGS, INC. (NYSE:GCAP) Files An 8-K Submission of Matters to a Vote of Security Holders

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GAIN CAPITAL HOLDINGS, INC. (NYSE:GCAP) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

GAIN Capital Holdings, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) via webcast on Friday, July 7, 2017. At the Annual Meeting, the following matters were submitted to a vote of stockholders:

the election of three (3) Class I directors to serve until the Company’s 2020 Annual Meeting of Stockholders, or until their successors shall have been duly elected and qualified;

the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017;

an advisory vote on the Company's executive compensation; and

an advisory vote on the frequency with which stockholders will have an advisory vote on executive compensation.

At the close of business on May 10, 2017, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 48,020,533 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The holders of 43,954,683 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.

The following are the voting results on each matter submitted to the Company’s stockholders. At the Annual Meeting, (i) each nominee for election as a Class I director was elected, (ii) the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2017 was ratified, (iii) the Company's executive compensation was approved, on an advisory basis, and (iv) the advisory vote on the frequency with which stockholders will have an advisory vote on executive compensation approved a frequency of every three (3) years.

Proposal 1. Election of Class I Directors

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

Peter Quick

22,256,129

12,515,245

27,449

9,155,860

Glenn H. Stevens

27,118,345

7,651,029

29,449

9,155,860

Thomas Bevilacqua

27,087,603

7,683,771

27,449

9,155,860

Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

43,918,316

21,993

14,374

Proposal 3. Advisory Vote on Executive Compensation

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

34,363,826

401,378

33,619

9,155,860

Proposal 4. Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

ONE YEAR

TWO YEARS

THREE YEARS

ABSTAIN

BROKER NON-VOTES

14,003,293

21,503

20,759,486

14,541

9,155,860


About GAIN CAPITAL HOLDINGS, INC. (NYSE:GCAP)

GAIN Capital Holdings, Inc. is a provider of trading services and solutions, specializing in over-the-counter (OTC) and exchange-traded markets. The Company’s segments include Retail segment, Institutional segment, Futures segment, and Corporate and other. The retail segment provides its retail customers with access to a range of global financial markets, including spot foreign exchange (forex), precious metals, spread bets and contracts for difference (CFDs) on commodities, indices, individual equities and interest rate products, as well OTC options on forex. The institutional segment provides agency execution services and offers access to markets and self-directed trading in forex, commodities, equities, options and futures through an electronic communications network (ECN), through its GTX platform. The futures segment offers execution and risk management services for exchange-traded futures and futures options on the United States and European futures and options exchanges.