INSTITUTIONAL FINANCIAL MARKETS,INC. (NYSE:C) Files An 8-K Submission of Matters to a Vote of Security Holders

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INSTITUTIONAL FINANCIAL MARKETS,INC. (NYSE:C) 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.

Institutional Financial Markets,Inc., a Maryland corporation (the
Company), held its 2016 Annual Meeting of Stockholders (the
Annual Meeting) at 10:00a.m., Eastern Standard Time, on
Wednesday, December21, 2016, at the offices of Duane Morris LLP,
located at 1540 Broadway, New York, New York 10036. The following
four proposals were submitted for a vote of the Companys
stockholders at the Annual Meeting:

1.

To elect eight directors, each to serve until the next
annual meeting of the Companys stockholders and until his
or her successor is duly elected and qualified, or until
his or her earlier death, resignation or retirement;

2.

To approve Amendment No.1 to the Companys Second Amended
and Restated 2010 Long-Term Incentive Plan to increase the
number of shares of the Companys common stock authorized
for issuance thereunder from 7,080,000 shares to 9,080,000
shares;

3.

To approve, on an advisory basis, the compensation of the
named executive officers of the Company;and

4.

To ratify the appointment of Grant ThorntonLLP as the
Companys independent registered public accounting firm for
the year ending December31, 2016.

The total number of the Companys securities entitled to vote at
the Annual Meeting were: 12,090,382 shares of the Companys common
stock and 4,983,557 shares of the Companys SeriesE Voting
Non-Convertible Preferred Stock (the SeriesE Preferred Shares).
The Companys common stock and the SeriesE Preferred Shares vote
together on all matters. Of the combined common stock and SeriesE
Preferred Shares, 15,605,780 shares, or 91.4%, were present in
person or by proxy at the Annual Meeting.

The voting results were as follows:

1. The Companys stockholders elected Daniel G. Cohen, Thomas P.
Costello, G. Steven Dawson, Jack J. DiMaio,Jr., Jack Haraburda,
Diana Louise Liberto, James J. McEntee,III and Neil S. Subin,
each to serve until the next annual meeting of the Companys
stockholders and until his or her successor is duly elected and
qualified or until his or her earlier death, resignation or
retirement. The number of votes cast for and withheld from each
of the directors and the number of broker non-votes were as
follows:

Nominee

For

Withheld

BrokerNon-Votes

Daniel G. Cohen

9,659,128

601,318

5,345,334

Thomas P. Costello

9,523,518

736,928

5,345,334

G. Steven Dawson

9,497,113

763,333

5,345,334

Jack J. DiMaio,Jr.

9,669,205

591,241

5,345,334

Jack Haraburda

9,672,054

588,392

5,345,334

Diana Louise Liberto

9,672,241

588,205

5,345,334

James J. McEntee,III

9,669,263

591,183

5,345,334

Neil S. Subin

9,526,568

733,878

5,345,334

2. The Companys stockholders approved Amendment No.1 to the
Companys Second Amended and Restated 2010 Long-Term Incentive
Plan to increase the number of shares of the Companys common
stock authorized for issuance thereunder from 7,080,000 shares
to 9,080,000 shares. The number of votes cast for and against
the proposal and the number of abstentions and broker non-votes
were as follows:

For

Against

Abstain

BrokerNon-Vote

9,327,934

895,786

36,726

5,345,334

3. The Companys stockholders approved, on an advisory basis,
the compensation of the named executive officers of the
Company. The number of votes cast for and against the proposal
and the number of abstentions and broker non-votes were as
follows:

For

Against

Abstain

BrokerNon-Vote

9,375,755

849,943

34,748

5,345,334

4. The Companys stockholders ratified the appointment of Grant
Thornton LLP as the Companys independent registered public
accounting firm for the year ending December31, 2016. The
number of votes cast for and against the proposal and the
number of abstentions were as follows:

For

Against

Abstain

15,247,310

297,205

61,265


About INSTITUTIONAL FINANCIAL MARKETS, INC. (NYSE:C)

Citigroup Inc. (Citi) is a financial services holding company. The Company’s businesses provide consumers, corporations, governments and institutions with a range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, trade and securities services and wealth management. It operates through two segments: Citicorp and Citi Holdings. Citicorp is focused on providing products and services to customers and leveraging the Company’s global network, including various economies. Global Consumer Banking (GCB) consists of Citi’s geographical consumer banking businesses that provide traditional banking services to retail customers through retail banking, including commercial banking, and Citi-branded cards and Citi retail services. Citi Holdings contains businesses and portfolios of assets that Citi has determined are not central to its core Citicorp businesses.

INSTITUTIONAL FINANCIAL MARKETS, INC. (NYSE:C) Recent Trading Information

INSTITUTIONAL FINANCIAL MARKETS, INC. (NYSE:C) closed its last trading session down -0.05 at 60.75 with 15,036,493 shares trading hands.