Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced and as further described under Item 5.07, on April 28, 2021, Westwood Holdings Group, Inc. (the “Company”) held its annual meeting of stockholders in Dallas, Texas (the “Annual Meeting”).
The Company’s stockholders approved the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (the “Incentive Plan”). The material revisions of the Incentive Plan included:
•Increase the total number of shares currently authorized under the Incentive Plan by 250,000 shares.
The Incentive Plan was included as Appendix A to the Definitive Proxy Statement filed with the SEC on March 5, 2021.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following Proposals 1, 2, 3, and 4 were approved by the Company’s stockholders. No other business was brought before the Annual Meeting. The Proposals are described in detail in the Company’s definitive proxy statement filed with the SEC on March 5, 2021. The voting results for the Annual Meeting are set forth below.
(a)Proposal 1: The stockholders elected the directors listed below to hold office until the next annual meeting and until their respective successors shall have been duly elected and qualified. The voting results for this Proposal 1 were as follows:
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Nominee
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For
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Withheld
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Broker Non-Vote
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Brian O. Casey
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5,675,945
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171,281
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756,567
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Richard M. Frank
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5,539,303
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307,923
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756,567
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Susan M. Byrne
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5,566,312
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280,914
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756,567
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Ellen H. Masterson
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5,641,947
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205,279
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756,567
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Geoffrey R. Norman
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5,606,017
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241,209
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756,567
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Raymond E. Wooldridge
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5,332,849
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514,377
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756,567
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(b)Proposal 2: The stockholders ratified Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2021. The voting results for this Proposal 2 were as follows:
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For
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Against
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Abstain
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6,399,188
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204,163
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442
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(c)Proposal 3: The stockholders approved the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan. The voting results for this Proposal 3 were as follows:
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For
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Against
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Abstain
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Broker Non-Vote
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5,152,947
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691,786
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2,493
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756,567
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(d) Proposal 4: The stockholders approved, on a non-binding, advisory basis, the Company's executive compensation. The voting results for this Proposal 4 were as follows:
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For
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Against
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Abstain
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Broker Non-Vote
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5,692,031
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148,990
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6,205
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756,567
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NATURES
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.
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WESTWOOD HOLDINGS GROUP, INC.
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Date: April 29, 2021
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/s/ Brian O. Casey
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Brian O. Casey
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President and Chief Executive Officer
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