0001104659-12-043027.txt : 20120612 0001104659-12-043027.hdr.sgml : 20120612 20120612155157 ACCESSION NUMBER: 0001104659-12-043027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120607 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120612 DATE AS OF CHANGE: 20120612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GFI Group Inc. CENTRAL INDEX KEY: 0001292426 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 800006224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34897 FILM NUMBER: 12902874 BUSINESS ADDRESS: STREET 1: 55 WATER STREET CITY: NEW YORK STATE: NY ZIP: 10041 BUSINESS PHONE: 212-968-4100 MAIL ADDRESS: STREET 1: 55 WATER STREET CITY: NEW YORK STATE: NY ZIP: 10041 8-K 1 a12-14412_18k.htm 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 7, 2012

 

GFI GROUP INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34897

 

80-0006224

(State or other jurisdiction of

 

(Commission

 

(IRS Employer

incorporation)

 

File Number)

 

Identification No.)

 

55 Water Street

 

 

New York, NY

 

10041

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 968-4100

 

Not Applicable

(Former name or former address, if changed since last report.)

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c)

 

 

 


 

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

 

The Company’s 2012 annual meeting of stockholders (the “Annual Meeting”) was held on June 7, 2012. A summary of the matters voted on at the Annual Meeting by the Company’s stockholders is set forth below.

 

1.                               The Company’s stockholders elected each of the following directors to serve until the Company’s 2015 annual meeting of stockholders and until their respective successors have been duly elected and qualified by the following votes:

 

NOMINEE

 

FOR

 

WITHHELD

 

BROKER NON-VOTES

 

Frank Fanzilli, Jr.

 

86,536,071

 

12,078,532

 

13,274,392

 

 

 

 

 

 

 

 

 

Richard Magee

 

86,695,641

 

11,918,962

 

13,274,392

 

 

2.                               The Company’s stockholders ratified the appointment of PricewaterhouseCoopers, LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2012 by the following votes:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

 

111,086,744

 

795,848

 

6,403

 

0

 

 

3.                               The Company’s stockholders approved the Amendment to the GFI Group Inc. 2008 Equity Incentive Plan by the following votes:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

 

55,552,560

 

41,146,412

 

1,915,631

 

13,274,392

 

 

Item 9.01.    Financial Statements and Exhibits

 

(d)  Exhibits:

 

Exhibit

 

Description

 

 

 

10.1

 

Fourth Amendment to the GFI Group Inc. 2008 Equity Incentive Plan.

 

2


 

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.

 

 

 

GFI GROUP INC.

 

 

Date: June 12, 2012

 

 

By:

/s/ Scott Pintoff

 

Name:

Scott Pintoff

 

Title:

General Counsel and Corporate Secretary

 

3

 EX-10.1 2 a12-14412_1ex10d1.htm EX-10.1

Exhibit 10.1

 

FOURTH AMENDMENT TO THE GFI GROUP INC.

2008 EQUITY INCENTIVE PLAN

 

This Fourth Amendment (this “Fourth Amendment”) to the GFI Group Inc. 2008 Equity Incentive Plan, as amended (the “Plan”) of GFI Group Inc. (the “Company”) has been deemed advisable and has been adopted pursuant to the terms of Section 10.1 of the Plan by the Company’s Board of Directors and is effective as of February 9, 2012, subject to stockholder approval. Terms used herein but not otherwise defined shall have the meanings given to such terms in the Plan.

 

1.                                      Amendment to the Plan. The first sentence of Article 4.1 of the Plan is hereby amended by deleting “30,400,000” and substituting “37,400,000” therefor.

 

2.                                      The Plan. In all other respects the Plan is ratified and shall, as so changed by this Fourth Amendment, continue in full force and effect.

 

* * * * *