Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 30, 2020, Ladenburg Thalmann Financial Services Inc. (the "Company")
held a special meeting of shareholders (the "Special Meeting").
At the Special Meeting, holders of common stock, par value $0.0001 per share, of
the Company ("Common Stock") voted upon: (1) the proposal to approve the
Agreement and Plan of Merger, dated as of November 11, 2019 (the "Merger
Agreement") by and among the Company, Advisor Group Holdings, Inc., a Delaware
corporation ("Advisor Group"), and Harvest Merger Sub, Inc., a Florida
corporation and a wholly owned subsidiary of Advisor Group ("Merger Sub") and
the merger and other transactions contemplated by the Merger Agreement (the
"Merger Proposal"); and (2) the proposal to approve, by a non-binding advisory
vote, certain compensation arrangements for the Company's named executive
officers in connection with the merger of Merger Sub with and into the Company
(the "Compensation Proposal"). At the close of business on the record date for
the Special Meeting, which was December 19, 2019, there were 149,170,717 shares
of Common Stock issued and outstanding. 113,120,957 shares of Common Stock,
representing 75.83% of the total shares of Common Stock issued and outstanding
at the close of business on the record date, were represented in person or by
proxy at the Special Meeting.
Each proposal was approved by the requisite vote of the Company's shareholders.
The final voting results for each proposal voted upon at the Special Meeting are
set forth below. The proposals are described in further detail in the definitive
proxy statement for the Special Meeting filed with the Securities and Exchange
Commission on December 26, 2019.
Proposal 1: The Company's shareholders approved the Merger Proposal. The table
below sets forth the voting results.
Shares For Shares Against Shares Abstaining Broker Non-Votes
104,071,492 8,649,603 399,862 -
Proposal 2: The Company's shareholders approved the Compensation Proposal. The
table below sets forth the voting results.
Shares For Shares Against Shares Abstaining Broker Non-Votes
102,426,971 10,088,277 605,709 -
Item 8.01. Other Events.
On January 31, 2020, the Company and Advisor Group issued a joint press release
announcing the results of the shareholder vote at the Special Meeting. The
Company also announced that the parties have received regulatory approval from
the Financial Industry Regulatory Authority in connection with the merger and
expect to be in position to complete the merger in mid-February 2020, subject to
the satisfaction or waiver of the remaining conditions to closing. A copy of the
press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Joint Press Release dated January 31, 2020
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