Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 5, 2020, GAIN Capital Holdings, Inc., a Delaware corporation ("GAIN") held a special meeting of stockholders (the "Special Meeting"). The purpose of the Special Meeting was for its stockholders to consider and vote on the proposals identified in GAIN's definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 1, 2020 (the "Proxy Statement"). The Proxy Statement was filed in connection with the previously announced Agreement and Plan of Merger, dated as of February 26, 2020 (the "Merger Agreement") with INTL FCStone Inc., a Delaware corporation ("INTL") and Golf Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of INTL ("Merger Sub").

As of the close of business on April 23, 2020, the record date for the Special Meeting, there were 37,803,516 shares of GAIN's common stock issued and outstanding. At the Special Meeting, a total of 31,437,476 shares of GAIN's common stock, representing approximately 83.16% of its common stock issued and outstanding, were present in person or by proxy, constituting a quorum to conduct business.

At the Special Meeting, GAIN's stockholders considered and voted upon the proposals described below, each of which is further described in the Proxy Statement. The final voting results for each proposal are set forth below.

Proposal One. Adoption of the Merger Agreement (the "Merger Proposal"):




                  Number       Number of      Number of    Number of
                  of Shares    Shares Voted   Shares       Broker
                  Voted For    Against        Abstaining   Non-Votes
                  26,917,228   4,507,322      12,926       N/A




Proposal Two. Approval, by non-binding, advisory vote, of certain compensation
arrangements for Registrant's named executive officers in connection with the
Merger:


                  Number       Number of      Number of    Number of
                  of Shares    Shares Voted   Shares       Broker
                  Voted For    Against        Abstaining   Non-Votes
                  27,047,954   4,165,997      223,525      N/A

Proposal Three. Adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal:

Because there were sufficient votes at the Special Meeting to approve the Merger Proposal, GAIN's stockholders were not asked to vote with respect to this third proposal at the Special Meeting.




Item 8.01. Other Events.

On June 5, 2020, Registrant issued a news release announcing the results of the stockholder vote at the Special Meeting. A copy of the news 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          Press Release dated June 5, 2020.




Forward-Looking Statements

In addition to historical information, this communication contains "forward-looking" statements including, but not limited to, GAIN management's expectations for the future. All statements other than statements of historical or current fact

included in this communication that address activities, events, conditions or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. A variety of important factors could cause results to differ materially from such statements. These factors are noted throughout GAIN's annual report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 16, 2020, and include, but are not limited to, the actions of both current and potential new competitors, fluctuations in market trading volumes, financial market volatility, evolving industry regulations, errors or malfunctions in GAIN's systems or technology, rapid changes in technology, effects of inflation, customer trading patterns, the success of our products and service offerings, our ability to continue to innovate and meet the demands of our customers for new or enhanced products, our ability to successfully integrate assets and companies we have acquired, our ability to effectively compete, changes in tax policy or accounting rules, fluctuations in foreign exchange rates and commodity prices, adverse changes or volatility in interest rates, the risk that our stockholders may not adopt the Merger Agreement, the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated, risks that any of the closing conditions to the proposed Merger may not be satisfied in a timely manner, as well as general economic, business, credit and financial market conditions, internationally or nationally, and our ability to continue paying a quarterly dividend in light of future financial performance and financing needs. The forward-looking statements included herein represent GAIN's views as of the date of this communication. GAIN undertakes no obligation to revise or update publicly any forward-looking statement for any reason unless required by law.

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