OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC (NYSE:OZM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.

(e) On May 9, 2017, the shareholders of Och-Ziff Capital
Management Group LLC (the Company) approved the adoption of an
amendment (the Plan Amendment) to the Companys 2013 Incentive
Plan (as amended, the Amended 2013 Plan), which was previously
approved by the Companys Compensation Committee and Board of
Directors. The Amended 2013 Plan provides that the Company or
certain participating subsidiaries or affiliates may grant or
sell equity-based awards based on or consisting of Class A
Shares, Class B Shares, and interests in the members of the
Och-Ziff Operating Group.

A summary of the Plan Amendment was included in the Companys
definitive proxy statement filed with the Securities and Exchange
Commission on March 27, 2017 (the Definitive Proxy Statement) in
connection with the 2017 Annual Meeting of Shareholders, under
the section entitled Proposal No. 3Approval of the Adoption of
the Amendment of the Companys 2013 Incentive Plan beginning on
page 21 of the Definitive Proxy Statement. The summary of the
Plan Amendment in the Definitive Proxy Statement is qualified in
its entirety by reference to the full text of the Plan Amendment,
which is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.

Item 5.07. Submission of Matters to a Vote of Securities Holders.

(a)The Annual Meeting of Shareholders of the Company was held on
May 9, 2017.

(b)At the Annual Meeting, the Shareholders:

(i)elected William P. Barr and Allan S. Bufferd as Class I
directors to serve for a term of three years and until their
successors are duly elected or appointed and qualified;

(ii)ratified the selection of Ernst Young LLP to serve as the
Companys independent registered public accounting firm for the
year ending December 31, 2017;

(iii)approved the adoption of the amendment of the Companys 2013
Incentive Plan;

(iv)approved, by a non-binding advisory vote, the compensation of
the Named Executive Officers of the Company (the Say-on-Pay
Vote);

(v)selected, by a non-binding advisory vote, the frequency of
future Say-on-Pay Votes to be every three years.

Set forth below, with respect to each matter above are, as
applicable, the number of votes cast for or against, the number
of abstentions and the number of broker non-votes:


1.	Election of Directors



Nominee	Votes For	Withheld	Broker Non-Votes
William P. Barr	339,821,810	1,022,244	53,961,681
Allan S. Bufferd	336,930,056	3,913,998	53,961,681


2.	Ratification of Selection of Independent Registered Public Accounting Firm



Votes For	392,696,815
Votes Against	1,686,556
Abstentions	422,364


3.	Amendment to the Companys 2013 Incentive Plan



Votes For	290,824,288
Votes Against	49,229,157
Abstentions	790,609
Broker Non-Votes	53,961,681


4.	Advisory Vote on Executive Compensation



Votes For	323,620,549
Votes Against	16,408,471
Abstentions	815,034
Broker Non-Votes	53,961,681


5.	Advisory Vote on Frequency of Future Say-on-Pay Votes



One Year	291,200,324
Two Years	141,612
Three Years	48,657,432
Abstentions	844,686
Broker Non-Votes	53,961,681

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description
10.1		Amendment to The Och-Ziff Capital Management Group LLC 2013 Incentive Plan, effective May 9, 2017.

About OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC (NYSE:OZM)
Och-Ziff Capital Management Group LLC (Och-Ziff) is an institutional alternative asset manager. The Company provides asset management services through its funds, which pursue a range of global investment opportunities. The Company operates through two segments: the Och-Ziff Funds and Other Operations. The Och-Ziff Funds segment provides asset management services to its multi-strategy funds, credit funds and other alternative investment vehicles. Its Other Operations segment includes real estate business, which provides asset management services to its real estate funds. It offers customized solutions within and across its product platforms to help its fund investors meet their investment objectives. Its global multi-strategy fund, The OZ Master Fund, allocates capital between its investment strategies in North America, Europe and Asia based on market conditions. It manages assets under management in its Institutional Credit Strategies products, real estate and other funds. OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC (NYSE:OZM) Recent Trading Information
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC (NYSE:OZM) closed its last trading session up +0.02 at 2.47 with 453,128 shares trading hands.