Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2016
 
COWEN GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
 
Delaware
 
001-34516
 
27-0423711
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
599 Lexington Avenue
New York, NY 10022
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (212) 845-7900
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









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

At the Company’s Annual Meeting held on June 14, 2016, stockholders voted on the election of Directors to the Board, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year, an advisory vote to approve the compensation of named executive officers and an amendment of the Amended and Restated Certificate of Incorporation of Cowen Group, Inc. to effect a 1-for-4 reverse stock split of the Company’s common stock. The holders of 89,174,363 shares of Class A common stock, or approximately 83.98% of the eligible voting shares, were represented at the meeting in person or by proxy.

All nominees for election to the Board were elected for a term that will continue until the next annual meeting of stockholders or until the director’s successor has been duly elected and qualified (or the director’s earlier resignation, death or removal). The Company’s independent inspector of election reported the final vote of the stockholders as follows:


Name
                 Votes For
       Authority Withheld
 
 
 
Peter A. Cohen
68,578,514
2,342,966
Katherine E. Dietze
68,994,485
1,926,995
Steven Kotler
68,977,915
1,943,565
Jerome S. Markowitz
69,079,008
1,842,472
Jack H. Nusbaum
62,711,560
8,209,920
Douglas A. Rediker
69,102,317
1,819,163
Jeffrey M. Solomon
67,349,633
3,571,847
Joseph R. Wright
69,147,031
1,774,449
    
Broker non-votes for each director totaled 18,252,883.

The stockholders’ vote ratified the appointment of the independent auditor. The Company’s independent inspector of election reported the final vote of the stockholders as follows:

 
 

For
 Against
 

Abstain
 
Broker Non-Vote
Ratification of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for the Year Ending December 31, 2016
87,357,542
1,782,036
34,785
0





 


The stockholders’ advisory vote approved the compensation of the named executive officers. The Company’s independent inspector of election reported the final vote of the stockholders as follows:

 
 

For
 Against
 

Abstain
 
Broker  
Non-Vote
Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
68,909,698
1,974,966
36,816
18,252,883


The stockholders’ vote approved the amendment of the Amended and Restated Certificate of Incorporation of Cowen Group, Inc. to effect a 1-for-4 reverse stock split of the Company’s common stock. The Company’s independent inspector of election reported the final vote of the stockholders as follows:

 
 

For
Against
 

Abstain
 
Broker Non-Vote
Approval of the Amendment of the Amended and Restated Certificate of Incorporation of Cowen Group, Inc. to effect a 1-for-4 Reverse Stock Split of the Company’s Common Stock
86,651,412
2,477,129
45,822
0







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
COWEN GROUP, INC.


Dated: June 14, 2016        By: _/s/ Owen S. Littman            
Name:    Owen S. Littman     
Title:     General Counsel