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): May 4, 2012
RODMAN & RENSHAW CAPITAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-33737 | 84-1374481 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1251 Avenue of the Americas, New York, New York | 10020 | |
| (Address Of Principal Executive Office) | (Zip Code) |
Registrant's telephone number, including area code (212) 356-0500
| (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:
[ ] |
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 Vote of Security Holders.
On May 4, 2012, Rodman & Renshaw Capital Group, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders. At that meeting, stockholders holding approximately 86% of the eligible votes:
| · | Elected the seven director nominees to serve until the next annual meeting of the Company’s stockholders or until their respective successors have been duly elected and qualified; |
| · | Approved the proposed amendment to the Company’s charter to change the Company’s name to Direct Markets Holding Corp.; |
| · | Approved the proposed amendment to the Company’s 2010 Stock Award and Incentive Plan; and |
| · | Ratified the appointment of KPMG LLP as the Company’s independent auditors for the 2012 fiscal year. |
The specific votes were as follows:
1. The election of directors:
| NAME | VOTES |
BROKER NON-VOTES | |
| FOR | WITHHELD | ||
| Wesley K. Clark | 17,895,195 | 1,107,227 | 10,115,779 |
| Winston Churchill | 18,506,908 | 495,514 | 10,115,779 |
| Marvin I. Haas | 18,314,964 | 687,458 | 10,115,779 |
| Edward Rubin | 18,525,158 | 477,264 | 10,115,779 |
| Richard M. Cohen | 18,673,928 | 328,494 | 10,115,779 |
| Anthony M. Sanfilippo | 18,537,738 | 464,684 | 10,115,779 |
| Mark L. Friedman | 18,445,054 | 557,368 | 10,115,779 |
| 2. | Amendment to the Company’s charter to effect name change: |
| VOTES |
BROKER NON-VOTES | ||
| FOR | AGAINST | ABSTAIN | |
| 26,316,095 | 1,546,830 | 1,255,276 | 0 |
| 3. | Amendment to the Company’s 2010 Stock Award and Incentive Plan: |
| VOTES |
BROKER NON-VOTES | ||
| FOR | AGAINST | ABSTAIN | |
| 16,078,962 | 1,665,650 | 1,257,810 | 10,115,779 |
| 4. | Ratification of KPMG LLP: |
| VOTES | ||
| FOR | AGAINST | ABSTAIN |
| 26,777,977 | 1,125,904 | 1,214,320 |
* * * * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Rodman & Renshaw Capital Group, Inc.
Dated: May 8, 2012 |
By: |
/s/ David J. Horin |
|
David J. Horin |