GREENHILL& CO., INC. (NYSE:GHL) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | Greenhill& Co., Inc. (“Greenhill”) held its annual meeting of stockholders on July26, 2017. |
| (b) | At the annual meeting, Greenhill’s stockholders voted on (1)the election of six directors, (2)an advisory vote to approve Greenhill’s named executive officer compensation, (3)an advisory vote on the frequency of future advisory votes to approve Greenhill’s named executive officer compensation and (4)the ratification of the selection of Ernst& Young LLP as Greenhill’s independent auditors for the fiscal year ending December31, 2017. |
The votes cast by the holders of Greenhill’s common stock on each of the foregoing proposals were as follows:
Proposal 1 — Election of six directors.
Greenhill’s stockholders elected the following six directors to each serve a one-year term. The final tabulation of votes with respect to each nominee for office was as follows:
|
Nominee |
For | Withheld | BrokerNon-Votes |
|
Robert F. Greenhill |
22,547,045 | 886,042 | 4,777,106 |
|
Scott L. Bok |
23,116,011 | 317,076 | 4,777,106 |
|
Steven F. Goldstone |
22,689,879 | 743,208 | 4,777,106 |
|
Stephen L. Key |
22,697,029 | 736,058 | 4,777,106 |
|
John D. Liu |
23,099,266 | 333,821 | 4,777,106 |
|
Karen P. Robards |
23,214,953 | 218,134 | 4,777,106 |
Proposal 2 — Advisory vote to approve Greenhill’s named executive officer compensation.
Greenhill’s stockholders approved the non-binding, advisory vote on named executive officer compensation (“say-on-pay”) based upon the following final tabulation of votes:
|
For |
Against |
Abstain |
Broker Non-Votes |
| 16,734,193 | 6,671,306 | 27,587 | 4,777,106 |
Proposal 3 — Advisory vote on the frequency of future advisory votes to approve Greenhill’s named executive officer compensation.
The non-binding, advisory vote on the frequency of future say-on-pay votes received the following votes:
|
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
| 22,513,889 | 15,742 | 880,272 | 23,184 | 4,777,106 |
Proposal 4 — Ratification of the selection of Ernst& Young LLP as Greenhill’s independent auditors for the fiscal year ending December31, 2017.
Greenhill’s stockholders ratified the selection of Ernst& Young LLP as Greenhill’s independent auditors for the fiscal year ending December31, 2017 based upon the following final tabulation of votes:
|
For |
Against |
Abstain |
Broker Non-Votes |
| 27,959,474 | 244,152 | 6,567 | N/A |
| (d) | Greenhill’s Board of Directors considered the results of the vote on the frequency of future say-on-pay votes, and determined that Greenhill will hold a say-on-pay vote on an annual basis. Greenhill’s Board will reevaluate this determination after the next shareholder advisory vote on the frequency of future say-on-pay votes. |
About GREENHILL& CO., INC. (NYSE:GHL)
Greenhill & Co., Inc. is an investment bank. The Company provides financial and strategic advice on domestic and cross-border mergers and acquisitions, divestitures, restructurings, financings, capital raising and other transactions to a diverse client base, including corporations, partnerships, institutions and governments globally. The Company also provides advice in connection with defense preparedness, activist response strategies and other mission critical situations. The Company acts for clients located across the world from its offices located in the United States, Australia, Brazil, Canada, Germany, Hong Kong, Japan, Sweden, and the United Kingdom. The Company’s subsidiaries provide advisory services in various jurisdictions. Its operating entities include Greenhill & Co., LLC (G&Co), Greenhill & Co. International LLP (GCI), Greenhill & Co. Europe LLP (GCE), Greenhill & Co. Australia Pty Limited (Greenhill Australia) and Greenhill Cogent, LP (GC LP). GREENHILL& CO., INC. (NYSE:GHL) Recent Trading Information
GREENHILL& CO., INC. (NYSE:GHL) closed its last trading session 00.00 at 19.95 with 903,965 shares trading hands.