SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 27, 2010
HFF, Inc.
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-33280
|
|
51-0610340 |
(State or Other Jurisdiction
|
|
(Commission File Number)
|
|
(I.R.S. Employer |
of Incorporation or Organization)
|
|
|
|
Identification No.) |
One Oxford Centre
301 Grant Street, Suite 600
Pittsburgh, Pennsylvania 15219
(Address of Principal Executive Offices, including Zip Code)
(412) 281-8714
(Registrants Telephone Number, including Area Code)
(Former name or former address, if changed since last report)
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:
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
o |
|
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
The Companys 2010 Annual Meeting of Stockholders was held on May 27, 2010 in Pittsburgh,
Pennsylvania, at which the following proposals were submitted to a vote of the Companys
stockholders:
|
|
|
The election of three Class I directors to the Companys Board of Directors. |
|
|
|
The ratification of Ernst & Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2010. |
For more information about the foregoing proposals, see the Companys proxy statement on Schedule
14A, filed with the U.S. Securities and Exchange Commission on April 30, 2010, the relevant
portions of which are incorporated herein by reference. Holders of the Companys Class A common
stock were entitled to one vote per share on all matters voted on by stockholders at the Annual
Meeting. Class B common stock of the Company entitled its holder, HFF Holdings LLC, to a number of
votes that is equal to the total number of shares of Class A common stock for which the partnership
units that HFF Holdings LLC holds in the Companys operating partnerships, Holliday Fenoglio
Fowler, L.P. and HFF Securities L.P., were exchangeable as of April 16, 2010 (the record date for
the Annual Meeting). The voting results with respect to each matter voted upon are set forth below:
Board of Director Election Results
The stockholders elected each of the three nominees for Class I directors to a three-year term by a
majority of the votes cast.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broker Non- |
Class I Director Nominee: |
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Votes |
Deborah H. McAneny |
|
|
32,238,940 |
|
|
|
4,789 |
|
|
|
0 |
|
|
|
2,598,825 |
|
John H. Pelusi, Jr. |
|
|
32,095,248 |
|
|
|
148,481 |
|
|
|
0 |
|
|
|
2,598,825 |
|
Steven E. Wheeler |
|
|
32,238,940 |
|
|
|
4,789 |
|
|
|
0 |
|
|
|
2,598,825 |
|
Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2010. The results of the
voting included 34,686,356 votes for, 153,808 votes against and 2,390 votes abstained.
Signature
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.
|
|
|
|
|
|
HFF, INC.
|
|
Dated: May 28, 2010 |
By: |
/s/ Gregory R. Conley
|
|
|
|
Gregory R. Conley |
|
|
|
Chief Financial Officer |
|
|