PZENA INVESTMENT MANAGEMENT, INC. (NYSE:PZN) Files An 8-K Material Modification to Rights of Security Holders
ITEM 3.03
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MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
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approval by the shareholders of Pzena Investment Management, Inc.
(the Company) of an amendment and restatement to the Companys
Certificate of Incorporation to provide that the Companys
shareholders may remove any director from office with or without
cause and (ii) the Companys filing of the Second Amended and
Restated Certificate of Incorporation, attached to this Current
Report on Form 8-K as Exhibit 3.1, in Delaware is incorporated
herein by reference.
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ITEM 5.03
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AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR. |
shareholders of an amendment and restatement to the Companys
Certificate of Incorporation.
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ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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Management, Inc. was held in New York, New York on May 23, 2017.
At that meeting, the stockholders considered and acted upon the
following proposals:
below, the stockholders elected the following individuals as
directors to hold office until the 2018 Annual Meeting of
Stockholders of the Company:
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Director
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Class A
Shares
For
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Class B
Shares
For
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Class A
Shares
Withheld
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Class B
Shares
Withheld
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|||||||
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Richard S. Pzena
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10,441,595
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247,072,200
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229,946
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||||||||
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John P. Goetz
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10,008,709
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247,072,200
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662,832
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||||||||
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William L. Lipsey
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10,095,069
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247,072,200
|
576,472
|
||||||||
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Steven M. Galbraith
|
9,959,889
|
247,072,200
|
711,652
|
||||||||
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Joel M. Greenblatt
|
9,929,536
|
247,072,200
|
742,005
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||||||||
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Richard P. Meyerowich
|
9,960,219
|
247,072,200
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711,322
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||||||||
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Charles D. Johnston
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9,749,760
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247,072,200
|
921,781
|
||||||||
reflected below, the stockholders voted to ratify the appointment
of PricewaterhouseCoopers LLP as independent auditors for the
Company for its fiscal year ending December 31, 2017:
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FOR
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AGAINST
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ABSTAIN
|
|||||||
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Class A common stock
|
13,387,329
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7,717
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|||||||
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Class B common stock
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247,072,200
|
||||||||
the vote reflected below, the stockholders approved, on an
advisory basis, the compensation of the Companys named executive
officers, including the Compensation Discussion and Analysis
section, the accompanying compensation tables, and the related
narrative disclosure as set forth in the Companys 2017 Proxy
Statement:
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FOR
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AGAINST
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ABSTAIN
|
|||||||
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Class A common stock
|
10,457,981
|
206,993
|
6,567
|
||||||
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Class B common stock
|
247,072,200
|
||||||||
Approving Executive Compensation. By the vote reflected below,
the stockholders approved, on an advisory basis, the frequency of
the advisory vote approving the compensation of the Companys
named executive officers:
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ONE YEAR
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TWO YEARS
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THREE YEARS
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ABSTAIN
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|||||||||
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Class A common stock
|
7,180,041
|
1,530
|
3,477,526
|
12,444
|
||||||||
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Class B common stock
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1,483,010
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244,767,245
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821,945
|
|||||||||
Pzena Investment Management, LLC Amended and Restated 2006 Equity
Incentive Plan.>>By the vote reflected below, the
stockholders voted to ratify the Amendment and Restatement of the
Pzena Investment Management, LLC Amended and Restated 2006 Equity
Incentive Plan:
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FOR
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AGAINST
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ABSTAIN
|
|||||||
|
Class A common stock
|
4,495,299
|
6,161,542
|
14,700
|
||||||
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Class B common stock
|
247,072,200
|
||||||||
Management, Inc. 2007 Equity Incentive Plan. >By the vote
reflected below, the stockholders voted to ratify the Amendment
to the Pzena Investment Management, Inc. 2007 Equity Incentive
Plan:
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FOR
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AGAINST
|
ABSTAIN
|
|||||||
|
Class A common stock
|
4,802,712
|
5,854,911
|
13,918
|
||||||
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Class B common stock
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247,072,200
|
||||||||
Certification of Incorporation. >By the vote reflected below,
the stockholders voted to approve the Second Amended and Restated
Certification of Incorporation:
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FOR
|
AGAINST
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ABSTAIN
|
|||||||
|
Class A common stock
|
13,156,909
|
195,013
|
15,619
|
||||||
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Class B common stock
|
247,072,200
|
||||||||
Restated Certificate of Incorporation with the Secretary of the
State of Delaware reflecting the amendment with the Second
Amended and Restated Certificate of Incorporation and is filed as
Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference. A discussion of the amendment
is included in the Proxy Statement, which discussion is
incorporated herein by reference.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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Number
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Exhibit
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3.1
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Second Amended and Restated Certificate of
Incorporation of the Company |
About PZENA INVESTMENT MANAGEMENT, INC. (NYSE:PZN)
Pzena Investment Management, Inc. is an investment management firm. The Company manages assets across a range of market capitalizations in both the United States and non-United States capital markets. The Company manages separate accounts on behalf of institutions, acts as sub-investment adviser for a range of Securities and Exchange Commission (SEC)-registered mutual funds and non-United States funds, and acts as investment adviser for the Pzena Mutual Funds, certain private placement funds and non-United States funds. The Company is the sole managing member of its operating company, Pzena Investment Management, LLC. The Company offers institutional investment products to public and corporate pension funds, endowments, foundations and Taft-Hartley plans. It also offers access to certain of its Global and non-United States strategies through private placement vehicles and collective investment trusts. In addition, the Company sub-advises over 17 non-United States funds. PZENA INVESTMENT MANAGEMENT, INC. (NYSE:PZN) Recent Trading Information
PZENA INVESTMENT MANAGEMENT, INC. (NYSE:PZN) closed its last trading session down -0.05 at 8.42 with 71,867 shares trading hands.
