Form 8-K

0001193125-11-107677.txt : 20110425 0001193125-11-107677.hdr.sgml : 20110425 20110425160137 ACCESSION NUMBER: 0001193125-11-107677 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110420 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110425 DATE AS OF CHANGE: 20110425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTWOOD HOLDINGS GROUP INC CENTRAL INDEX KEY: 0001165002 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 752969997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31234 FILM NUMBER: 11777516 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566900 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 8-K 1 d8k.htm FORM 8-K Form 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 20, 2011

WESTWOOD HOLDINGS GROUP, INC.

(Exact name of registrant as specified in charter)

Delaware

001-31234

75-2969997

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200 Crescent Court, Suite 1200

Dallas, Texas 75201

(Address of principal executive offices)

(214) 756-6900

(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 (see General Instruction A.2. below):

¨	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

The annual meeting of stockholders of Westwood Holdings Group, Inc. was held on April 20, 2011 in Dallas, Texas for the purpose of considering and acting upon the following:

(a)

Election of directors. The stockholders elected the following directors to hold office until the next annual meeting or until their respective successors shall have been duly elected and qualified.


Nominee	For		Withheld
Susan M. Byrne		7,168,407		41,516
Brian O. Casey		7,171,088		38,835
Tom C. Davis		7,153,270		56,653
Richard M. Frank		6,930,358		279,565
Robert D. McTeer		6,097,571		1,112,352
Geoffrey Norman		6,929,728		280,195
Martin J. Weiland		7,171,086		38,837
Raymond E. Wooldridge		6,929,528		280,395

(b)

The ratification of Grant Thornton LLP as our independent auditors for the year ending December 31, 2011.


For		Against		Abstain
	7,599,925		1,301		1,644

(c)

Approval of amendments to the Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan.


For		Against		Abstain		Broker Non-vote
	5,239,245		1,950,592		20,086		392,947

(d)

Non-binding advisory vote on Westwood’s executive compensation.


For		Against		Abstain		Broker Non-vote
	6,114,127		151,735		944,061		392,947

(e)

Non-binding advisory vote on the frequency of future advisory votes on Westwood’s executive compensation.


1 Year		2 Years		3 Years		Abstain		Broker Non-vote
	1,223,173		5,394		4,270,512		1,710,614		393,177

SIGNATURES

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.

Date: April 25, 2011


WESTWOOD HOLDINGS GROUP, INC.

By:		/s/ William R. Hardcastle, Jr.
		William R. Hardcastle, Jr.,
		Chief Financial Officer