DIAMOND HILL INVESTMENT GROUP, INC. (NASDAQ:DHIL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change of Fiscal Year
Annual Meeting of Shareholders was held on April 26, 2017 (the
2017 Annual Meeting). At the 2017 Annual Meeting shareholders of
the Company approved (i) amendments to Article Eighth and Ninth
of the Company’s Amended and Restated Articles of Incorporation
and (ii) amendments to Section 1.07 and 1.10 of the Company’s
Amended and Restated Code of Regulations. These amendments
implement majority voting in uncontested director elections, and
to eliminate cumulative voting, and were recommended by the
Company’s Board of Directors. The full text of the amendments to
the Amended and Restated Articles of Incorporation and Amended
and Restated Code of Regulations are included in Exhibit 3.1 and
Exhibit 3.2, respectively, to this Current Report on Form 8-K and
are incorporated herein by this reference. Please also see the
disclosure under Item 5.07. Submission of Matters to a Vote of
Security Holders in respect of the vote on the proposed approval
of the amendments.
following matters were voted upon and the results of the vote
were as follows:
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1.)
|
To elect six directors to the Board of Directors of the
Company to hold office until the next annual meeting of shareholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. Each of the six nominees for director were elected, and the voting results are set forth below: |
|
Name of Director
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-votes
|
|||
|
R. H. Dillon
|
|
2,754,321
|
|
9,344
|
|
500,643
|
|||
|
Randolph J. Fortener
|
|
2,760,890
|
|
2,775
|
|
500,643
|
|||
|
James F. Laird
|
|
2,759,106
|
|
4,559
|
|
500,643
|
|||
|
Paul A. Reeder, III
|
|
2,748,500
|
|
15,165
|
|
500,643
|
|||
|
Bradley C. Shoup
|
|
2,731,336
|
|
32,329
|
|
500,643
|
|||
|
Frances A. Skinner
|
|
2,756,892
|
|
6,773
|
|
500,643
|
|
2).
|
To ratify the appointment of KPMG LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2017. The ratification of KPMG LLP was approved, and the voting results are set forth below: |
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|||
|
3,260,909
|
|
2,595
|
|
|
3).
|
To approve the amendments to the Company’s Amended and
Restated Articles of Incorporation and the Company’s Amended and Restated Code of Regulations to implement majority voting in uncontested director elections unless cumulative voting is in effect. The amendments were approved and the voting results are set forth below: |
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-votes
|
||||
|
2,756,845
|
|
2,443
|
|
4,377
|
|
500,643
|
|
4).
|
To approve the amendments to the Company’s Amended and
Restated Articles of Incorporation and the Company’s Amended and Restated Code of Regulations to eliminate cumulative voting. The amendments were approved and the voting results are set forth below: |
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-votes
|
||||
|
2,123,295
|
|
635,993
|
|
4,377
|
|
500,643
|
|
5.)
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To approve, on an advisory basis, the compensation of the
Company’s executive officers. The compensation of the Company’s named executive officers was approved, and the voting results are set forth below: |
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Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
||||
|
2,741,153
|
|
18,155
|
|
4,357
|
|
500,643
|
|
6.)
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To approve, on an advisory basis, the frequency with which to
hold an advisory vote on the compensation of the Company’s executive officers, and the voting results are set forth below: |
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1 Year
|
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2 Years
|
|
3 Years
|
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Abstentions
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Broker Non-Votes
|
|||||
|
2,368,991
|
|
29,378
|
|
336,758
|
|
28,538
|
|
500,643
|
|
(d)
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Exhibits: The following exhibits are included with this
Current Report on Form 8-K: |
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Exhibit No.
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Description
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3.1
|
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Certificate of Amendment by Shareholders to the Articles
of Incorporation of Diamond Hill Investment Group, Inc. (as filed with the Ohio Secretary of State on April 28, 2017) |
|
3.2
|
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Amended and Restated Code of Regulations of Diamond Hill
Investment Group, Inc. (reflecting all amendments through April 26, 2017) |
About DIAMOND HILL INVESTMENT GROUP, INC. (NASDAQ:DHIL)
Diamond Hill Investment Group, Inc. provides investment advisory and fund administration services. The Company’s subsidiaries include Diamond Hill Capital Management, Inc. (DHCM), Beacon Hill Fund Services, Inc. (BHFS) and BHIL Distributors, Inc. (BHIL). Its primary objective is to fulfill its fiduciary duty to clients. The Company provides investment management and administration services to mutual funds, institutional accounts and private investment funds. It provides investment advisory services to a range of clients, including corporations, mutual funds, retirement plans, public pension funds, endowments, foundations, financial institutions and high net worth individuals. It provides fund administration services to the Funds and other third-party mutual fund companies and investment advisers. DHCM is an investment adviser to the Diamond Hill Funds (the Funds), a series of open-end mutual funds, private investment funds, an exchange traded fund and other institutional accounts. DIAMOND HILL INVESTMENT GROUP, INC. (NASDAQ:DHIL) Recent Trading Information
DIAMOND HILL INVESTMENT GROUP, INC. (NASDAQ:DHIL) closed its last trading session down -2.82 at 200.90 with 8,446 shares trading hands.
