BGC Partners, Inc. (NASDAQ:BGCP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BGC Partners, Inc. (NASDAQ:BGCP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.

On June6, 2017, at the Annual Meeting of Stockholders (the Annual
Meeting) of BGC Partners, Inc. (the Company), the Companys
stockholders approved the Companys Second Amended and Restated
Incentive Bonus Compensation Plan (the Incentive Plan) to approve
the material terms of the performance goals under the Incentive
Plan for compliance with Section 162(m) of the Internal Revenue
Code of 1986, as amended, including an amendment to those
performance goals in order to broaden the stock price performance
goal to include dividends and/or total stockholder return.

For a description of the terms and conditions of the Incentive
Plan, as amended and restated and approved by the Companys
stockholders at the Annual Meeting, see Description of the
Incentive Plan under Proposal 4 Approval of the Second
Amended and Restated BGC Partners, Inc. Incentive Bonus
Compensation Plan, in the Companys definitive proxy statement for
the Annual Meeting filed with the Securities and Exchange
Commission on April24, 2017, which description is incorporated by
reference herein. The description of the Incentive Plan contained
in the proxy statement is qualified in its entirety by reference
to the full text of the Incentive Plan, as amended and restated,
a copy of which is filed as Exhibit 10.1 to this Form 8-K and
incorporated by reference herein.

ITEM5.07.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The following matters were voted upon at the Annual Meeting:

(1)

The election of five directors to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified;

(2)

The approval of an advisory vote on executive compensation;

(3)

The approval of an advisory vote on the frequency of future advisory votes on executive compensation; and

(4)

The approval of the Second Amended and Restated BGC Partners, Inc. Incentive Bonus Compensation Plan.

For more information about the foregoing proposals, see the proxy
statement for the Annual Meeting.

At the Annual Meeting, holders of ClassA common stock were
entitled to one vote per share, and holders of ClassB common
stock were entitled to 10 votes per share, and the two classes
voted together as a single class on each of the matters submitted
to a vote of stockholders. The aggregate number of ClassA and
ClassB votes cast for and against and

withheld votes, abstentions and broker non-votes with respect to
each matter voted upon at the Annual Meeting are set forth below:

Proposal 1 – Election of Directors

Directors		For		Withheld		Broker Non- Votes
Howard W. Lutnick		454,628,925		31,901,768		110,778,138
John H. Dalton		448,358,081		38,172,612		110,778,138
Stephen T. Curwood		448,579,465		37,951,228		110,778,138
William J. Moran		446,851,683		39,679,010		110,778,138
Linda A. Bell		448,997,852		37,532,841		110,778,138

The five nominees were elected to the Board of Directors and will
serve as directors until the Companys next annual meeting and
until their respective successors have been duly elected and
qualified.

Proposal 2 Approval of an advisory vote on executive
compensation

For		Against		Abstain		BrokerNon-Votes
401,857,815		83,729,500		943,378		110,778,138

Stockholders approved, on an advisory basis, the Companys
executive compensation.

Proposal 3 – Approval of an advisory vote on the
frequency of future advisory votes on executive
compensation

1 Year		2 Years		3 Years		Abstain		BrokerNon-Votes
91,306,902		738,845		393,491,219		993,727		110,778,138

Stockholders approved, on an advisory basis, three years as the
frequency with which stockholders are provided an advisory vote
on executive compensation. Based on the recommendations of the
Companys Board of Directors and its Compensation Committee to
hold advisory votes on executive compensation every three years
and the vote of the stockholders on this matter, the Company has
decided that an advisory vote on executive compensation will be
held every three years until the next advisory vote on the
frequency of future stockholder advisory votes on executive
compensation.

Proposal 4 – Approval of the Second Amended and
Restated BGC Partners, Inc. Incentive Bonus Compensation
Plan

For		Against		Abstain		BrokerNon-Votes
476,943,692		8,397,872		1,189,129		110,778,138

Stockholders approved the Second Amended and Restated BGC
Partners, Inc. Incentive Bonus Compensation Plan.

ITEM9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number		Description
10.1		Second Amended and Restated BGC Partners, Inc. Incentive Bonus Compensation Plan

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.

				BGC Partners, Inc.
Date: June9, 2017				By:		/S/ HOWARD W. LUTNICK
						Name:		Howard W. Lutnick
						Title:		Chairman and Chief Executive Officer

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About BGC Partners, Inc. (NASDAQ:BGCP)
BGC Partners, Inc. (BGC) is a global brokerage company servicing the financial and real estate markets. The Company operates through two segments: Financial Services and Real Estate Services. The Company provides a range of services, including trade execution, broker-dealer services, clearing, processing, information, and other back-office services to a range of financial and non-financial institutions. Its integrated platform is designed to provide flexibility to customers with regard to price discovery, execution and processing of transactions, and enables them to use voice, hybrid, or in various markets, electronic brokerage services in connection with transactions executed either over-the-counter or through an exchange. Through the Company’s FENICS, BGC Trader, BGC Market Data and Capitalab brands, it offers electronic brokerage, financial technology solutions, market data, post-trade services, and analytics related to select financial instruments and markets.