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LADENBURG THALMANN FINANCIAL SERVICES

(LTS)
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LADENBURG THALMANN FINANCIAL SERVICES INC. : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

01/31/2020 | 08:21am EDT

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

© Edgar Online, source Glimpses

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Managers and Directors
Jamie Price President, Chief Executive Officer & Director
Ahmed S. Hassanein Chief Accounting Officer & Director
Matthew Adam Schlueter Director
Craig Timm Chief Risk Officer
Thayer Gallison Head-Due Diligence Officer