Form 8-K

 

 

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 18, 2014

 

 

MANNING & NAPIER, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35355   45-2609100
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (I.R.S. Employer
Identification Number)

290 Woodcliff Drive, Fairport, New York 14450

(Address of principal executive offices and zip code)

(585) 325-6880

(Registrant’s telephone number, including area code)

 

 

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

On June 18, 2014, Manning & Napier, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders. There were 13,648,169 shares of Class A common stock and 1,000 shares of Class B common stock entitled to be voted as of April 28, 2014, the record date for the Annual Meeting. At the Annual Meeting, 13,075,932 shares of Class A common stock, and 1,000 shares of Class B common stock (each share of Class B common stock being entitled to 13,719.7117 votes) were present in person or by proxy, thus constituting a quorum at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders elected the seven nominees listed below to serve as directors until the 2015 Annual Meeting of Stockholders or until their successors shall have been elected and qualified. The final voting results for the election of directors, with 2,026,297 broker non-votes, were as follows:

 

Director:

   Votes For:      Votes Withheld:  

William Manning

     24,286,517         547,769   

Patrick Cunningham

     24,581,396         252,890   

Richard Goldberg

     24,355,594         478,692   

Barbara Goodstein

     23,316,907         1,517,379   

Richard M. Hurwitz

     16,788,465         8,045,821   

Edward J. Pettinella

     21,124,577         3,709,709   

Robert M. Zak

     23,317,603         1,516,683   

The final voting results for all other matters voted on at the Annual Meeting were as follows:

 

    The proposal to ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for the Company’s fiscal year ending December 31, 2014 was approved, with the Company receiving 26,807,733 votes for approval and 11,042 votes against approval, with 41,808 votes abstaining.

 

    The non-binding advisory vote regarding the compensation of the Company’s named executive officers was approved, with the Company receiving 15,802,747 votes for approval and 9,010,284 votes against approval, with 21,255 votes abstaining and 2,026,297 broker non-votes.

No other business was transacted at the annual meeting.


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.

 

    Manning & Napier, Inc.
Date: June 23, 2014     By:  

/s/ Patrick Cunningham

    Name:   Patrick Cunningham
    Title:   Chief Executive Officer