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): February 14, 2013

GFI GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51103	80-0006224
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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):

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

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

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

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

Item 2.02.     Results of Operations and Financial Condition.

On February 14, 2013, GFI Group Inc. issued a press release announcing the financial results for its fourth-quarter and fiscal year ended December 31, 2012 and containing information concerning a conference call to discuss such results.  A copy of the press release is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.

The information contained in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information contained in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as may otherwise be expressly stated in such filing.

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c)

On February 14, 2013, the Company announced that Colin Heffron was appointed the Company’s Chief Executive Officer, effective February 14, 2013.  As Chief Executive Officer, Mr. Heffron will report to the Board of Directors of the Company (the “Board”) and will be responsible for the general management of the Company and its business.  Michael Gooch will cease being the Company’s Chief Executive Officer on February 14, 2013, but will continue to serve as Executive Chairman of the Board and will remain active in setting the strategic direction of the Company.

Mr. Heffron, 49, joined our Board in November 2001 and has been our President since February 2004. As President, Mr. Heffron was responsible for all of our brokerage operations and our trading system software, data and analytics businesses.  Mr. Heffron joined our Company in our New York office in 1988 as a broker of foreign currency options before moving to London to assist in the establishment of our London office.  From 1991 until 1994, Mr. Heffron headed our global currency options business. From 1994 until 1997, Mr. Heffron ran the day-to-day operations of all of our U.K. businesses.  From 1998 until February 2004, Mr. Heffron was head of all of our European operations and joint-head of our Asian operations.  Mr. Heffron has extensive experience in the wholesale brokerage industry, with 25 years of experience at the Company.

There is no family relationship between Mr. Heffron and any director or executive officer of the Company.  Mr. Heffron’s Employment Agreement with the Company remains in effect and is unchanged by this appointment.  There are no understandings or arrangements between Mr. Heffron and any other person pursuant to which he was appointed Chief Executive Officer.

(e)

On February 12, 2013, based on the recommendation of its Compensation Committee, the Board approved the GFI Group Inc. Deferred Cash Award Program (the “Program”), an unfunded nonqualified deferred compensation plan for selected employees of the Company and its affiliates.  Under the Program, a participant may receive a portion of their annual or other bonus in the form of a deferred cash award under the Program.  A participant’s deferral will be credited to an account under the Program and that account will be credited with a notional rate of return (the “Return”) determined by the committee administering the Program (the “Committee”).  Neither the Company’s principal executive officer or principal financial officer, nor any other named executive officer, has received an award under the Program.

Under the general Program terms, a participant’s deferred cash award will vest on a date specified at the time of grant, subject to the participant’s continuous employment through such date, or on a participant’s death or disability.  Unless otherwise determined by the Committee, the participant’s unvested deferred cash awards will continue to vest on schedule following a termination of the participant’s employment by the Company without “cause” (as defined in the Program) or the participant’s approved retirement, provided that the participant does not violate or breach the terms of any agreement with the Company, including any award agreement or any agreement containing restrictive covenants.  Participation in the Program is conditioned upon a participant’s agreement to limitations on use of confidential and proprietary information, non-solicitation of employees, and disparagement of the Company and its affiliates.  Upon any other termination of employment, unvested deferred cash awards will be forfeited.

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Unless otherwise determined by the Committee, a participant’s vested account under the Program will be distributed in a lump sum as soon as practicable following the date specified at the time a deferred cash award is granted or the participant’s death or disability (the “Maturity Date”), but in no event later than the end of the calendar year in which the Maturity Date occurs or, if later, the fifteenth day of the third month following the Maturity Date.  The Return will be paid to a participant on a biannual basis, unless otherwise determined by the Committee.  Payments under the Program that occur following a participant’s termination of employment are conditioned on the participant’s execution of a general release of claims in favor of the Company and its affiliates.

The foregoing description of the Program does not purport to be a complete summary of the Program and is qualified in its entirety by reference to the full text of the Program, which is attached to this report as Exhibit 10.1 and incorporated herein by reference.

Item 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective February 12, 2013, the Board approved the Third Amended and Restated Bylaws of the Company to delineate the responsibilities of the Chief Executive Officer and to amend certain of the responsibilities of the Chairman of the Board and President.  A copy of the Third Amended and Restated Bylaws is attached as Exhibit 3.1 and incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

(d)  Exhibits:

Exhibit	Description
3.1	GFI Group Inc. Third Amended and Restated Bylaws.
10.1	GFI Group Inc. Deferred Cash Award Program.
99.1	Press Release, dated February 14, 2013.

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SIGNATURE

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:  February 14, 2013	By:
		/s/ Scott Pintoff
	Name:	Scott Pintoff
	Title:	General Counsel and Corporate Secretary

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EX-3.1

Exhibit 3.1

THIRD AMENDED AND RESTATED

BYLAWS

OF

GFI GROUP INC.

TABLE OF CONTENTS

		Page
ARTICLE I Office and Records		5
Section 1.1	Delaware Office	5
Section 1.2	Other Offices	5
Section 1.3	Books and Records	5
ARTICLE II Stockholders		5
Section 2.1	Annual Meeting	5
Section 2.2	Special Meetings	5
Section 2.3	Notice of Meetings	6
Section 2.4	Quorum	6
Section 2.5	Voting	6
Section 2.6	Proxies	7
Section 2.7	Notice of Stockholder Business and Nominations	7
Section 2.8	Inspectors of Elections; Opening and Closing the Polls	9
Section 2.9	List of Stockholders	9
Section 2.10	No Stockholder Action by Written Consent	10
ARTICLE III Directors		10
Section 3.1	General Powers	10
Section 3.2	Number, Tenure and Qualifications	10
Section 3.3	Vacancies and Newly Created Directorships	11
Section 3.4	Resignation	11
Section 3.5	Removal	11
Section 3.6	Meetings	11
Section 3.7	Quorum and Voting	12

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Section 3.8	Written Consent of Directors in Lieu of a Meeting	12
Section 3.9	Compensation	12
Section 3.10	Committees of the Board of Directors	12
ARTICLE IV Officers		13
Section 4.1	Elected Officers	13
Section 4.2	Election and Term of Office	13
Section 4.3	Resignation and Removal	13
Section 4.4	Compensation and Bond	13
Section 4.5	Chairman of the Board	14
Section 4.6	Chief Executive Officer	14
Section 4.7	President	14
Section 4.8	Vice Presidents	14
Section 4.9	Treasurer	14
Section 4.10	Secretary	15
Section 4.11	Assistant Treasurers	15
Section 4.12	Assistant Secretaries	15
Section 4.13	Delegation of Duties	15
ARTICLE V Indemnification and Insurance		15
Section 5.1	Right to Indemnification	15
Section 5.2	Right to Advancement of Expenses	16
Section 5.3	Right of Indemnitee to Bring Suit	16
Section 5.4	Non-Exclusivity of Rights	16
Section 5.5	Insurance	17
Section 5.6	Indemnification of Employees and Agents of the Corporation	17
Section 5.7	Contract Rights	17

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ARTICLE VI Common Stock		17
Section 6.1	Certificates	17
Section 6.2	Transfers of Stock	17
Section 6.3	Lost, Stolen or Destroyed Certificates	18
Section 6.4	Stockholder Record Date	18
ARTICLE VII Seal		19
Section 7.1	Seal	19
ARTICLE VIII Waiver of Notice		19
Section 8.1	Waiver of Notice	19
ARTICLE IX Checks, Notes, Drafts, Etc.		19
Section 9.1	Checks, Notes, Drafts, Etc.	19
ARTICLE X Amendments		19
Section 10.1	Amendments	19

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THIRD AMENDED AND RESTATED

BYLAWS

OF

GFI GROUP INC.

ARTICLE I

Office and Records

Section 1.1            Delaware Office.  The principal office of the Corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle, and the name and address of its registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Section 1.2            Other Offices.  The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.

Section 1.3            Books and Records.  The books and records of the Corporation may be kept at the Corporation’s principal executive offices in New York, New York or at such other locations outside the State of Delaware as may from time to time be designated by the Board of Directors.

ARTICLE II

Stockholders

Section 2.1            Annual Meeting.  The annual meeting of stockholders of the Corporation shall be held on such date, at such time and at such place as may be fixed by the Board of Directors.

Section 2.2            Special Meetings.  Subject to the rights of the holders of any series of preferred stock of the Corporation (the “Preferred Stock”), or any other series or class of stock as set forth in the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”) to elect additional directors under specified circumstances, a special meeting of the holders of capital stock of the Corporation entitled to vote on any business to be considered at any such meeting may be called by the Chairman of the Board, the Chief Executive Officer, and the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would at the time have if there were no vacancies (the “Whole Board”). The Board of Directors may designate the place of meeting for any special meeting of the stockholders, and if no such designation is made, the place of meeting shall be the principal executive offices of the Corporation.

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Section 2.3            Notice of Meetings.  Whenever stockholders are required or permitted to take any action at a meeting, unless notice is waived as provided in Section 8.1 of these Bylaws, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

Unless otherwise provided by law, and except as to any stockholder duly waiving notice, the written notice of any meeting shall be given personally or by mail, not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation. Any previously scheduled meeting of the stockholders may be postponed by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If, however, the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.4            Quorum.  Except as otherwise provided by law or by the Certificate of Incorporation or by these Bylaws, at any meeting of stockholders the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), either present or represented by proxy, shall constitute a quorum for the transaction of any business at such meeting, except that when specified business is to be voted on by a class or series voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such business. The chairman of the meeting or a majority of the voting power of the shares of Voting Stock so represented may adjourn the meeting from time to time, whether or not there is such a quorum (or in the case of specified business to be voted on as a class or series, the chairman or a majority of the shares of such class or series so represented may adjourn the meeting with respect to such specified business). No notice of the time and place of adjourned meetings need be given except as provided in the last paragraph of Section 2.3 of these Bylaws. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.5            Voting.  Except as otherwise set forth in the Certificate of Incorporation with respect to the right of any holder of any series of Preferred Stock or any other series or class of stock to elect additional directors under specified circumstances, whenever directors are to be elected at a meeting, they shall be elected by a plurality of the votes cast at the meeting by the holders of stock entitled to vote. Whenever any corporate action, other than the election of directors, is to be taken by vote of stockholders at a meeting, such corporate action shall, except as otherwise required by law or by the Certificate of Incorporation or by these Bylaws, be

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authorized by the affirmative vote of the holders of a majority of the shares of stock present or represented by proxy and entitled to vote with respect to such corporate action.

Except as otherwise provided by law, or by the Certificate of Incorporation, each holder of record of stock of the Corporation entitled to vote on any matter at any meeting of stockholders shall be entitled to one vote for each share of such stock standing in the name of such holder on the stock ledger of the Corporation on the record date for the determination of the stockholders entitled to vote at the meeting.

Upon the demand of any stockholder entitled to vote, the vote for directors or the vote on any other matter at a meeting shall be by written ballot, but otherwise the method of voting and the manner in which votes are counted shall be discretionary with the presiding officer at the meeting.

Section 2.6            Proxies.  Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. Every proxy shall be signed by the stockholder or by its duly authorized attorney. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting.

Section 2.7            Notice of Stockholder Business and Nominations.

(A)          Annual Meeting of Stockholders.

(1)           Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) by or at the direction of the Chairman of the Board, the Chief Executive Officer or the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board or (b) by any stockholder of the Corporation who is entitled to vote at the meeting with respect to the election of directors or the business to be proposed by such stockholder, as the case may be, who complies with the notice procedures set forth in clauses (2) and (3) of paragraph (A) of this Section 2.7 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation as provided below.

(2)           For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (b) of paragraph (A)(1) of this Section 2.7, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such business must be a proper subject for stockholder action under the Delaware General Corporation Law (the “DGCL”). To be timely, a stockholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days, or delayed by more than sixty (60) days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the

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tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

(3)           Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 2.7 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least one hundred days (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by paragraph (A)(2) of this Section 2.7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(B)          Special Meeting of Stockholders.  Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected (i) by or at the direction of the Chairman of the Board, the Chief Executive Officer or the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board or (ii) by any stockholder of the Corporation who is entitled to vote at the meeting with respect to the election of directors, who complies with the notice procedures set forth in this paragraph (B) and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation as provided below. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice as required by paragraph (A)(2) of this Section 2.7 shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

(C)          General.  (1)  Only persons who are nominated in accordance with the procedures set forth in this Section 2.7 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.7.

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(2)           Except as otherwise provided by law, the Certificate of Incorporation or this Section 2.7, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 2.7 and, if any proposed nomination or business is not in compliance with this Section 2.7, to declare that such defective nomination or proposal shall be disregarded.

(3)           For purposes of this Section 2.7, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(4)           Notwithstanding the foregoing provisions of this Section 2.7, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.7. Nothing in this Section 2.7 shall be deemed to restrict any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy materials with respect to a meeting of stockholders pursuant to Rule 14a-8 under Exchange Act or (ii) of the holders of any series of Preferred Stock or any other series or class of stock as set forth in the Certificate of Incorporation to elect directors under specified circumstances or to consent to specific actions taken by the Corporation.

Section 2.8            Inspectors of Elections; Opening and Closing the Polls.

(A)          The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at the meeting and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act, or if all inspectors or alternates who have been appointed are unable to act, at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties to the best of his or her ability. The inspectors shall have the duties prescribed by the DGCL.

(B)          The chairman of the meeting shall fix and announce at the meeting the time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

Section 2.9            List of Stockholders.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the stock ledger of the Corporation in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, either on a reasonably accessible electronic network, provided that information required to gain access to such list is provided with the notice of the meeting, or during ordinary business hours, at the principal place of business of the Corporation. In the event

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that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Nothing in this Section shall require the Corporation to include electronic mail addresses or other electronic contact information on such list.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this Section 2.9 or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.10          No Stockholder Action by Written Consent.  Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in the Certificate of Incorporation to elect additional directors under specified circumstances or to consent to specific actions taken by the Corporation, any action required or permitted to be taken by the stockholders of the Corporation must be taken at an annual or special meeting of the stockholders and may not be taken by any consent in writing by such stockholders.

ARTICLE III

Directors

Section 3.1            General Powers.  The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon it, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

Section 3.2            Number, Tenure and Qualifications.  The directors, other than those who may be elected by the holders of any series of Preferred Stock or any other series or class of stock as set forth in the Certificate of Incorporation, shall be divided into three classes, and designated as Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of such number of members as would constitute one-third of the Whole Board. Class I directors shall initially be elected for a term expiring at the 2006 annual meeting of stockholders, Class II directors shall initially be elected for a term expiring at the 2007 annual meeting of stockholders and Class III directors shall initially be elected for a term expiring at the 2008 annual meeting of stockholders. Members of each class shall hold office until their resignation or removal or until their successors shall have been duly elected and qualified. At each succeeding annual meeting of stockholders of the Corporation, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election, and until their resignation or removal or until their successors are elected and qualified.

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Section 3.3            Vacancies and Newly Created Directorships.  Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in the Certificate of Incorporation to elect additional directors under specified circumstances, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires and until such director’s resignation, removal or until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

Section 3.4            Resignation.  Any director may resign at any time upon written notice to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.

Section 3.5            Removal.  Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in the Certificate of Incorporation to elect additional directors under specified circumstances, any director may be removed from office at any time, but only for cause as reasonably determined in good faith by the Board of Directors and then only at a meeting of stockholders by the affirmative vote of the holders of at least sixty-six and two-thirds percent (662/3%) of the votes cast in such vote, provided that such affirmative vote represents at least a majority of the Voting Stock, either present or represented by proxy, voting together as a single class.

Section 3.6            Meetings.  Meetings of the Board of Directors, regular or special, may be held at any place within or without the State of Delaware. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. An annual meeting of the Board of Directors shall be held at the same place and immediately following each annual meeting of stockholders, and no further notice thereof need be given other than this provision. The Board of Directors may fix times and places for additional regular meetings of the Board of Directors and no further notice of such meetings need be given. The Chairman of the Board, the Chief Executive Officer or the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board, shall be authorized to call a special meeting of the Board of Directors at such time and place as shall be specified in the notice or waiver thereof. Notice of any special meeting shall be given to each director at his or her business or residence in writing or by telegram or by telephone communication. If mailed, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by telegram, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company at least twenty-four hours before such meeting. If by facsimile or electronic mail transmission, such notice shall be transmitted at least twenty-four hours before such

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meeting. If by telephone, the notice shall be given at least twelve hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws as provided under Section 10.1 of these Bylaws.

Section 3.7            Quorum and Voting.  A whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if there be less than a quorum, a majority of the directors present may adjourn the meeting from time to time, and no further notice thereof need be given other than announcement at the meeting which shall be so adjourned. Except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8            Written Consent of Directors in Lieu of a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or of such committee.

Section 3.9            Compensation.  Directors may receive compensation for services to the Corporation in their capacities as directors or otherwise in such manner and in such amounts as may be fixed from time to time by the Board of Directors.

Section 3.10          Committees of the Board of Directors.  The Board of Directors may from time to time, by resolution passed by majority of the Whole Board, designate one or more committees, each committee to consist of one or more directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The resolution of the Board of Directors may, in addition or alternatively, provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Except as expressly provided by resolution of the Board of Directors or as otherwise provided by applicable law or restricted by the rules of a national securities exchange or inter-dealer quotation system on which the Corporation’s securities are then listed, action taken by a committee pursuant to such delegated authority shall not be binding on the Corporation and shall be subject to ratification or rejection by the Whole Board. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it, except as otherwise provided by law. Unless the resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Any such committee may adopt rules governing the method of calling and time and place of holding its meetings. Unless otherwise provided by the Board of Directors, a majority of any such committee (or the member thereof, if only one) shall constitute a quorum for the transaction of

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business, and the vote of a majority of the members of such committee present at a meeting at which a quorum is present shall be the act of such committee. Each such committee shall keep a record of its acts and proceedings and shall report thereon to the Board of Directors whenever requested so to do. Any or all members of any such committee may be removed, with or without cause, by resolution of the Board of Directors, passed by a majority of the Whole Board.

ARTICLE IV

Officers

Section 4.1            Elected Officers.  The elected officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Secretary and a Treasurer, and may also include one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV, together with such other powers and duties as from time to time may be conferred by the Board of Directors or any committee thereof. The Chairman of the Board shall be chosen from among the directors. Any number of such offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity. The Board of Directors may appoint, and may delegate power to appoint, such other officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Board of Directors.

Section 4.2            Election and Term of Office.  The elected officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Subject to Section 4.3 of these Bylaws, each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until such officer shall resign or be removed.

Section 4.3            Resignation and Removal.  Any officer may resign at any time upon written notice to the Corporation. Any elected officer may be removed by a majority of the members of the Whole Board, with or without cause, at any time. The Board of Directors may delegate such power of removal as to officers, agents and employees not elected by the Board of Directors. Such removal shall be without prejudice to a person’s contract rights, if any, but the appointment of any person as an officer, agent or employee of the Corporation shall not of itself create contract rights.

Section 4.4            Compensation and Bond.  The compensation of the officers of the Corporation shall be fixed by the Board of Directors, but this power may be delegated to any officer in respect of other officers under his or her control. The Corporation may secure the fidelity of any or all of its officers, agents or employees by bond or otherwise.

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Section 4.5            Chairman of the Board.  The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors. The Chairman of the Board shall make reports to the Board of Directors and the stockholders and shall perform all duties incidental to such office or which may be required by law and all such other duties as are properly required by the Board of Directors. The Chairman of the Board shall possess the same power as the Chief Executive Officer to sign all certificates, contracts and other instruments of the Corporation, which may be authorized by the Board of Directors. The Chairman of the Board shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.

Section 4.6            Chief Executive Officer.  The Chief Executive Officer shall be responsible for the general management of the policies and affairs of the Corporation and its business, shall make reports to the Board of Directors and the stockholders and shall perform all duties and exercise all other powers incidental to such office or which may be required by law and all such other duties as are properly delegated to him or her or required by the Board of Directors. The Chief Executive Officer, if then serving on the Board of Directors, shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of the Board and preside at all meetings of stockholders and of the Board of Directors, except as otherwise provided by the Board of Directors. The Chief Executive Officer may sign, alone or with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, certificates, contracts and other instruments of the Corporation, as authorized by the Board of Directors.

Section 4.7            President.  The President shall act in a general executive capacity and shall assist the Chief Executive Officer in the administration and operation of the Corporation’s business and general supervision of its policies and affairs and shall perform all duties incidental to such office or which may be required by law and all such other duties as are properly required by the Board of Directors. The President may sign, alone or with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, certificates, contracts and other instruments of the Corporation as authorized by the Board of Directors.

Section 4.8            Vice Presidents.  Each Vice President shall have such powers and perform such duties as the Board of Directors, the Chairman of the Board or the President may from time to time prescribe. In the absence or inability to act of the President, unless the Board of Directors shall otherwise provide, the Vice President who has served in that capacity for the longest time and who shall be present and able to act, shall perform all the duties and may exercise any of the powers of the President.

Section 4.9            Treasurer.  The Treasurer shall have charge of all funds and securities of the Corporation, shall endorse the same for deposit or collection when necessary and deposit the same to the credit of the Corporation in such banks or depositaries as the Board of Directors may authorize. He or she may endorse all commercial documents requiring endorsements for or on behalf of the Corporation and may sign all receipts and vouchers for payments made to the Corporation. He or she shall have all such further powers and duties as generally are incident to the position of Treasurer or as may be assigned to him or her by the Chairman of the Board, the President or the Board of Directors.

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Section 4.10          Secretary.  The Secretary shall record all the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose and shall also record therein all action taken by written consent of directors in lieu of a meeting. He or she shall attend to the giving and serving of all notices of the Corporation. He or she shall have custody of the seal of the Corporation and shall attest the same by his or her signature whenever required. He or she shall have charge of the stock ledger and such other books and papers as the Board of Directors may direct, but he or she may delegate responsibility for maintaining the stock ledger to any transfer agent appointed by the Board of Directors. He or she shall have all such further powers and duties as generally are incident to the position of Secretary or as may be assigned to him or her by the President or the Board of Directors.

Section 4.11          Assistant Treasurers.  In the absence or inability to act of the Treasurer, any Assistant Treasurer may perform all the duties and exercise all the powers of the Treasurer. An Assistant Treasurer shall also perform such other duties as the Treasurer or the Board of Directors may assign to him or her.

Section 4.12          Assistant Secretaries.  In the absence or inability to act of the Secretary, any Assistant Secretary may perform all the duties and exercise all the powers of the Secretary. An Assistant Secretary shall also perform such other duties as the Secretary or the Board of Directors may assign to him or her.

Section 4.13          Delegation of Duties.  In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may confer for the time being the powers or duties, or any of them, of such officer upon any other officer or upon any director.

ARTICLE V

Indemnification and Insurance

Section 5.1            Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such indemnitee in connection therewith; provided, however, that except

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as provided in Section 5.3 with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 5.2            Right to Advancement of Expenses.  The right to indemnification conferred in Section 5.1 shall include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 5.2 or otherwise.

Section 5.3            Right of Indemnitee to Bring Suit.  If a claim under Section 5.1 or Section 5.2 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right of an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article V or otherwise shall be on the Corporation.

Section 5.4            Non-Exclusivity of Rights.  The right to indemnification and the advancement of expenses conferred in this Article V shall not be exclusive of any other right

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which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, provision of these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.5            Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 5.6            Indemnification of Employees and Agents of the Corporation.  The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to the advancement of expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article V with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 5.7            Contract Rights.  The rights to indemnification and to the advancement of expenses conferred in Sections 5.1, 5.2, 5.3 and this 5.7 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Except to the extent an amendment to Sections 5.1, 5.2, 5.3 or this 5.7 of these Bylaws is required by applicable law to be adopted, as evidenced by a written opinion of counsel (which may be an employee of the Corporation), the provisions of Sections 5.1, 5.2, 5.3 or this 5.7 may not be amended or repealed without the prior unanimous written consent of the members of the Board of Directors then in office; provided, however, notwithstanding the foregoing, no amendment or repeal of Sections 5.1, 5.2, 5.3 or this 5.7 shall adversely affect any right of any director, officer, employee or agent existing thereunder in respect of any act or omission occurring prior to such amendment or repeal.

ARTICLE VI

Common Stock

Section 6.1            Certificates.  Certificates for stock of the Corporation shall be in such form as shall be approved by the Board of Directors and shall be signed in the name of the Corporation by the Chairman of the Board, the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Such certificates may be sealed with the seal of the Corporation or a facsimile thereof. Any of or all the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 6.2            Transfers of Stock.  Transfers of stock shall be made only upon the books of the Corporation by the holder, in person or by duly authorized attorney, and on the surrender of the certificate or certificates for the same number of shares, with an assignment and power of

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transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. The Board of Directors shall have the power to make all such rules and regulations, not inconsistent with the Certificate of Incorporation and these Bylaws and the DGCL, as the Board of Directors may deem appropriate concerning the issue, transfer and registration of certificates for stock of the Corporation. The Board of Directors may appoint one or more transfer agents or registrars of transfers, or both, and may require all stock certificates to bear the signature of either or both.

Section 6.3            Lost, Stolen or Destroyed Certificates.  The Corporation may issue a new stock certificate in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate or his or her legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate. The Board of Directors may require such owner to satisfy other reasonable requirements as it deems appropriate under the circumstances.

Section 6.4            Stockholder Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

If no record date is fixed by the Board of Directors, (l) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or other distribution, or to exercise such rights in respect of any such change, conversion or exchange of stock, or to participate in such action, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any record date so fixed.

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ARTICLE VII

Seal

Section 7.1            Seal.  The seal of the Corporation shall be circular in form and shall bear, in addition to any other emblem or device approved by the Board of Directors, the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE VIII

Waiver of Notice

Section 8.1            Waiver of Notice.  Whenever notice is required to be given to any stockholder or director of the Corporation under any provision of the DGCL or the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. In the case of a stockholder, such waiver of notice may be signed by such stockholder’s attorney or proxy duly appointed in writing. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

ARTICLE IX

Checks, Notes, Drafts, Etc.

Section 9.1            Checks, Notes, Drafts, Etc.  Checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors or a duly authorized committee thereof may from time to time designate.

ARTICLE X

Amendments

Section 10.1          Amendments.  These Bylaws may be amended, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders, provided that notice of the proposed change was given in the notice of the meeting and, in the case of the Board of Directors, in a notice given no less than twenty-four hours prior to the meeting; provided, however, that, in the case of amendments by stockholders, notwithstanding any other provisions of these Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of stock required by law, the Certificate of Incorporation or these Bylaws, the affirmative vote of the

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holders of at least sixty-six and two-thirds percent (662/3%) of the votes cast in such vote, provided that such affirmative vote represents at least a majority of the Voting Stock, either present or represented by proxy, voting together as a single class, shall be required to alter, amend or repeal any provision of Section 2.2, 2.4, 2.5, 2.7 or 2.10 of Article II, Section 3.2, 3.3, 3.5, 3.7 or 3.10 of Article III, Article V or Article X of these Bylaws.

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EX-10.1

Exhibit 10.1

GFI GROUP INC.
DEFERRED CASH AWARD PROGRAM

(Effective as of February 12, 2013)

Section 1               PURPOSE.

GFI Group Inc. has adopted this GFI Group Inc. Deferred Cash Award Program (the “Program”) for certain eligible employees of the Company in order to provide such eligible employees with a deferred cash incentive compensation opportunity.

Section 2               DEFINITIONS.

As used herein, the following terms have the meanings set forth below.

(a)             “Account” means a bookkeeping account maintained on the books and records of the applicable Employer to record Deferred Cash Award(s) and Return(s) credited in accordance with the Program.  An Account is established only for purposes of measuring a deferred benefit and not to segregate assets or to identify assets that may be used to make payments hereunder.

(b)             “Account Balance” means the amount reflected on the books and records of the Company as the value of a Participant’s Account at any date of determination.

(c)             “Affiliated Employer” means GFI Group Inc. or any company or other entity that is related to GFI Group Inc. as a member of a controlled group of corporations in accordance with Section 1.409A-1(h)(3) of the Treasury Regulations promulgated pursuant to Section 409A of the Code.

(d)             “Award” means a Participant’s Deferred Cash Award.

(e)             “Award Agreement” means a written or electronic document setting forth individualized information relating to a Participant’s deferral under the Program, which Award Agreement may, at the discretion of the Program Administrator, be in the form attached hereto as Exhibit A.

(f)              “Award Date” means, with respect to each Award, the date designated in the applicable Award Agreement as the “Award Date.”

(g)             “Cause” has the same meaning set forth in any employment agreement between the applicable Employer and the Participant and in the absence of such an agreement, “Cause” means (i) the Participant’s continuing misconduct or willful misconduct or gross negligence in the performance of his or her duties for the Company or for any Affiliated Employer after service of prior written notice of such misconduct or negligence, (ii) the Participant’s intentional or habitual neglect of his or her duties for the Company or for any Affiliated Employer after service of a notice of such neglect, (iii) the Participant’s theft or misappropriation of funds or other property of the Company or of any Affiliated Employer, (iv) the Participant’s fraud, criminal

misconduct, breach of fiduciary duty or dishonesty in the performance of his or her duties on behalf of the Company or any Affiliated Employer or commission of a felony, or crime of moral turpitude or any other conduct reflecting adversely upon the Company or any Affiliated Employer, (v) the Participant’s violation of any written policy of the Company or any Affiliated Employer, or (vi) the Participant’s direct or indirect breach of any agreement with the Company or any Affiliated Employer, including but not limited to, the terms of a employment agreement, confidentiality agreement, consulting contract or any restrictive covenant, including but not limited to, a covenant not to compete, not to solicit employees, customers or suppliers of goods or services to the Company or any Affiliated Employer, or not to disclose confidential information with respect to the Company or any Affiliated Employer (including, but not limited to, any such covenant included in an Award Agreement.  If, subsequent to a Participant’s Termination for any reason other than by the Employer for Cause, it is discovered that the Participant’s employment or service could have been terminated for Cause, such Participant’s employment or service shall, at the discretion of the Program Administrator, be deemed to have terminated by the Employer for Cause for all purposes under this Program, and the Participant shall be required to disgorge to the Company or the Employer, as applicable, all amounts received by him in connection with Awards following such Termination that would have been forfeited under the Program had such Termination been by the Employer for Cause.

(h)             “Code” means the Internal Revenue Code of 1986, as amended, including any rules and regulations promulgated thereunder.

(i)              “Committee” means the Compensation Committee of the Board of Directors of GFI Group Inc.

(j)              “Company” means GFI Group Inc., a Delaware corporation and its consolidated subsidiaries, or as applicable, any of its consolidated subsidiaries.

(k)             “Deferred Cash Award” means an unfunded, unsecured promise to make a cash payment to a Participant at the end of a specified period of time.

(l)              “Disability” means that the Participant is, on account of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, either (i) unable to engage in any substantial gainful activity, (ii) receiving income replacement benefits for a period of not less than three (3) months under the Employer’s disability or accident and health plan, if any, or (iii) otherwise considered “disabled” within the meaning of Section 409A of the Code.

(m)            “Eligible Employee” means an employee of an Employer.

(n)             “Employer” means the Affiliated Employer that employs a Participant.

(o)             “Good Leaver Termination” means, with respect to a Participant, a Termination (i) by the Employer without Cause (other than on account of such Participant’s death or Disability), or (ii) on account of such Participant’s Retirement.

(p)             “Maturity Date” means, with respect to each Award, the date designated in the applicable Award Agreement as the “Maturity Date” or the Participant’s death or Disability.

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(q)             “Participant” means an Eligible Employee who has been granted an Award under the Program.

(r)              “Program Administrator” means the Committee or its delegates.

(s)              “Retirement” means, with respect to a Participant, the voluntary retirement by the Participant from active employment with the Company with the prior consent of the Program Administrator (which may be granted or withheld in the Program Administrator’s sole discretion) if, at such time, the Participant is not in breach of any agreement with the Company.

(t)              “Return” means, with respect to each Award, the notional rate of return specified in the applicable Award Agreement.

(u)             “Separation from Service” means a Participant’s Termination, provided such Termination constitutes a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h) promulgated pursuant to Section 409A of the Code.

(v)             “Specified Employee” means a “specified employee,” as defined in Section 409A of the Code.

(w)            “Termination” shall mean the termination of a Participant’s employment or service with the Company and each Affiliated Employer; provided, however, that if so determined by the Program Administrator at the time of any change in status in relation to the Company (e.g., a Participant ceases to be an employee and begins providing services as a consultant, or vice versa), such change in status will be not deemed to be a Termination hereunder.

Section 3               AWARDS UNDER THE PROGRAM.

(a)             Participation.  The Program Administrator is authorized, consistent with the terms of the Program, to grant Awards to Eligible Employees.  The grant of an Award under the Program shall be determined by the Program Administrator in its sole discretion.

(b)             Award Agreements.  Each Award granted under the Program shall be evidenced by an Award Agreement that sets forth the terms, conditions, restrictions and limitations applicable to the Award, which may include the Award Date, Maturity Date, the Return, and any other terms and conditions specified in the governing Award documentation as determined by the Program Administrator in its sole discretion.  The Program Administrator may require a Participant to sign (or acknowledge receipt of) an Award Agreement as a condition of participation in the Program.  If the Program Administrator does not require the execution of an Award Agreement by a Participant, acceptance of any benefit of the Award by the Participant shall constitute agreement by the Participant to the terms, conditions, restrictions and limitations set forth in the Program and the Award Agreement as well as the administrative guidelines and practices of the Company in effect from time to time relating to the Program.

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Section 4               ACCOUNTS.

The applicable Employer will maintain an Account on its books and records for each Participant.  The Account will be a book entry credit reflecting a Participant’s Award and will periodically be credited with the Return attributable to such Award.  A Participant’s Account will be charged with distributions to the Participant or the Participant’s estate.  For administrative purposes, a Participant’s Account may be divided into sub-Accounts, for purposes of tracking different Awards (if more than one), Maturity Dates, and/or Return, in each case as applicable, or otherwise as necessary for purposes of reflecting the Participant’s Award and the Return thereon.

Section 5               PAYMENTS.

Except as provided by the Program Administrator in an Award Agreement or otherwise, the provisions of this Section 5 shall apply to Awards granted under the Program:

(a)             Payments Generally.  Subject to the terms of the Award Agreement and subject to Section 9(d) hereof, a Participant’s entire unpaid Account Balance will be paid to the Participant in a lump sum as soon as practicable after the occurrence of the applicable Maturity Date, but in any event no later than (a) the end of the calendar year in which the Maturity Date occurs, or (b) if later, the fifteenth (15th) day of the third (3rd) month following the Maturity Date.  Additionally, on or about the June 30th and December 31st of each calendar year, all Returns credited to a Participant’s Account shall be paid to the Participant (and a corresponding reduction shall be made to such Participant’s Account Balance to reflect such payment).

(b)             Taxes and Withholding.  All payments under the Program are subject to applicable withholdings and employment or other taxes.  As a condition to any payment or distribution of any Award made pursuant to the Program, the applicable Employer may, in its discretion, require a Participant to pay such sum to the Employer as may be necessary to discharge the Company’s obligations with respect to any taxes, assessments or other governmental charges, whether of the United States or any other jurisdiction, imposed on the Participant, property or income on account of participation in the Program.  In the discretion of the applicable Employer, such Employer may deduct or withhold such sum from any payment or distribution to the Participant, whether pursuant to the Program or otherwise.  In addition, the applicable Employer may require a Participant to pay such Employer an amount necessary to discharge the Company obligations with respect to any payroll taxes that may be owed on the Participant’s Account Balance that are no longer subject to a substantial risk of forfeiture.

(c)             Currency and Foreign Exchange Rates.  All payments made pursuant to the Program will be made in cash in U.S. dollars to Participants who are employed or reside within the United States at the time such payments are made.  With respect to Participants who are employed or reside outside the United States, unless the applicable Employer determines otherwise, all payments made pursuant to the Program will be made in cash in U.S. Dollars.  However, if a Participant works in more than one country between an Award Date and a payment date, the Participant may receive proportionate distribution payments in the local currency of each work country, at exchange rates determined by the Program Administrator in its sole discretion.

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(d)             Nontransferability.  Except as may be otherwise provided in an Award Agreement, no Participant nor any creditor or beneficiary of any Participant shall have the right to subject an amount payable or distributable under this Program to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment during the Participant’s lifetime, including but not limited to, in connection with a divorce, legal separation, or similar event.  Prior to payment as provided for herein, a Participant will have no rights under the Program to make withdrawals from his or her Account for any reason.  In no event will a Participant be entitled to receive loans from the Company or an Employer based upon his or her Account Balance.

(e)             Liability for Payment.  Each Employer shall be liable for the amount of any payment owed to a Participant who is employed by such Employer during the deferral period applicable to an Award; provided, however, that in the event that a Participant is employed by more than one Employer during the deferral period applicable to an Award, each Employer shall be liable for its allocable portion of such payment, unless determined otherwise by the Program Administrator.

Section 6               TERMINATION.

Except as provided by the Program Administrator in an Award Agreement or otherwise, the provisions of this Section 6 shall apply to Awards granted under the Program:

(a)             Notwithstanding anything herein to the contrary, if a Participant experiences a Termination for any reason (other than as a result of a Good Leaver Termination or the Participant’s death or Disability) prior to the Maturity Date, he or she shall forfeit any right to receive any future payments or benefits pursuant to this Program.

(b)             In the event that a Participant experiences a Termination as a result of his or her death or Disability, such Participant’s entire Account Balance shall be paid to the Participant in accordance with Section 5(a) above.

(c)             In the event that a Participant experiences a Good Leaver Termination, such Participant shall remain eligible to receive payments in accordance with Section 5(a) above; provided, that in the event that the Participant violates or breaches the terms of any agreement to which he is a party to with the Company, including, without limitation, any Award Agreement or any agreement containing restrictive covenants (such as covenants regarding confidentiality, competition, solicitation, interference, or disparagement), such Participant shall forfeit any right to receive any future payments or benefits pursuant to this Program.

(d)             Notwithstanding anything herein to the contrary, a Participant’s right to any payments under this Program following the Participant’s Termination is conditioned upon the Participant’s (or, if applicable a Participant’s estate’s or legal representative’s) executing, delivering and not revoking a general release of all claims (the “Release of Claims”) in such form and substance satisfactory to the Company within sixty (60) days following the Participant’s Termination.  To the extent that any payment under this Program constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment otherwise scheduled to occur prior to the 60th day following the Participant’s Termination, but

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for the condition on executing the Release of Claims as set forth herein, shall not be made until the 60th day following the Participant’s Termination, after which any future payments shall thereafter be provided to the Participant according to the terms of this Program.

Section 7               ADMINISTRATION.

(a)             Program Administrator.  The Program shall be administered by the Program Administrator.  The Program Administrator shall have discretionary authority to interpret the Program, to make all legal and factual determinations, and to determine all questions arising in the administration of the Program, including, without limitation, the reconciliation of any inconsistent provisions, the resolution of ambiguities, the correction of any defects, and the supplying of omissions.  Each interpretation, determination or other action made or taken pursuant to the Program by the Program Administrator shall be final and binding on all persons.  To the extent permitted by applicable law, the Program Administrator may at any time delegate to one or more employees of the Company or an Employer some or all of its authority over the administration of the Program.  Such delegation need not be in writing.

(b)             Indemnification.  The Program Administrator shall not be liable to any person for any action taken or not taken in connection with the interpretation and administration of this Program unless attributable to gross negligence, willful misconduct or willful violation of the terms of the Program.  The Company shall indemnify and hold harmless the Program Administrator against any and all claims, losses, damages, costs, expenses (including, without limitation, reasonable attorney’s fees) and liabilities incurred by the Program Administrator arising from any actions taken or not taken, without gross negligence, without willful misconduct and that do not constitute a willful violation of the terms of the Program, in each case, in connection with the administration of this Program.

Section 8               AMENDMENTS.

(a)             Amendment of Program.  The Committee may amend the Program at any time and from time to time.

(b)             No Impairment.  Notwithstanding anything herein to the contrary, no amendment to the Program or any Award shall impair a Participant’s rights under any Award unless the Participant consents in writing (it being understood that no action taken by the Committee or the Program Administrator that is expressly permitted under the Program shall constitute an amendment to the Program or an Award for such purpose).

(c)             Section 457A of the Code.  Notwithstanding anything herein to the contrary, to the extent an Award may subject a Participant to income recognition pursuant to Section 457A of the Code or any other provision of U.S. or non-U.S. income tax law prior to the time at which the Company anticipated that income attributable to the Award would become taxable to such Participant, in order to mitigate the unanticipated tax burden on such Participant the Program Administrator may amend or modify the terms and conditions of such Award, including accelerating the Maturity Date of all or any portion of the Award; provided, however, that unless the Program Administrator determines otherwise, any such amendment or modification of an Award made pursuant to this Section 8(c) shall maintain, to the maximum extent practicable, the

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original intent of the applicable Award provision.  The amendment or modification of any Award pursuant to this Section 8(c) shall be at the Program Administrator’s sole discretion and the Program Administrator shall not be obligated to amend or modify any Award or the Program, nor shall the Company be liable for any adverse tax or other consequences to a Participant resulting from such amendments or modifications or the Program Administrator’s failure to make any such amendments or modifications for purposes of complying with Section 457A of the Code or for any other purpose.  To the extent the Program Administrator amends or modifies an Award pursuant to this Section 8(c), the Participant shall receive notification of any material changes to his or her Award and, unless the Program Administrator determines otherwise, the changes described in such notification shall be deemed to amend the terms and conditions of the applicable Award and Award Agreement.

(d)             Applicable Law.  Notwithstanding anything herein to the contrary, the Committee may modify the provisions of an Award or the Program to the extent required or permitted under any applicable law, regulation, rule, regulatory guidance or legal authority or any policy implemented at any time by the Company or an Employer in its discretion to (A) comply with any legal, regulatory or governmental requirements, directions, supervisory comments, guidance or promulgations specifically including but not limited to guidance on remuneration practices or sound incentive compensation practices promulgated by any U.S. or non-U.S. governmental or regulatory agency or authority, (B) comply with the listing requirements of any stock exchange on which the Company’s common stock is traded or (C) comply with or enable the Company to qualify for any government loan, subsidy, investment or other program.

(e)             Sub Programs.  The Program Administrator may, in its sole discretion, create separate sub-programs (“Sub Programs”) under this Program, which shall provide for participation in the Program by Participants employed outside of the United States.  Each Sub Program shall comply with local law, tax policy or custom applicable to deferred compensation programs.

Section 9               GENERAL PROVISIONS.

(a)             Unfunded Status of the Program.  The Program is unfunded.  A Participant’s Account shall represent at all times an unfunded and unsecured contractual obligation of each Employer that employed Participant during the deferral period applicable to an Award.  Each Participant (or his or her estate) will be unsecured creditors of each Employer at which such Participant is or was employed with respect to all obligations owed to Participant (or his or her estate) under the Program or any Award Agreement.  Amounts payable under the Program and any Award Agreement will be satisfied solely out of the general assets of an Employer subject to the claims of its creditors.  A Participant (or his or her estate) will not have any interest in any fund or in any specific asset of an Employer of any kind by reason of any Return credited to him or her hereunder, nor shall the Participant (or his or his estate) have any right to receive any payment or distribution under the Program or any Award Agreement except as, and to the extent, expressly provided in the Program or Award Agreement.  No Employer will segregate any funds or assets to provide for the distribution of an Account Balance or issue any notes or security for the payment thereof.  Any reserve or other asset that an Employer may establish or acquire to assure itself of the funds to provide payments required under the Program shall not serve in any

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way as security to any Participant (or his or her estate) for the performance of the Employer under the Program.

(b)             ERISA Status of the Program.  The Program is a discretionary incentive and retention award program and is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended, and it shall be operated and interpreted consistent with such intent.

(c)             No Right to Continued Employment.  Neither the Program, any Award Agreement nor any action taken or omitted to be taken pursuant to or in connection with the Program shall be deemed (i) to create or confer on a Participant any right to be retained in the employ of any Employer, (ii) to interfere with or to limit in any way any Employer’s right to terminate the employment of a Participant at any time, or (iii) to confer on a Participant any right or entitlement to compensation in any specific amount for any future period.  In addition, selection of an individual as a Participant for a given Award shall not be deemed to create or confer on the Participant any right to participate in the Program, or in any similar program or program that may be established by the Company, in respect of any Award.

(d)             Offset Rights.  Notwithstanding any provisions of the Program to the contrary, to the extent consistent with the requirements of Section 409A of the Code, the applicable Employer may, if the Program Administrator in its sole discretion shall determine, offset against any payments or distributions that would have otherwise been made to a Participant under the Program by (i) any amounts which such Participant may owe to the Company, or (ii) any amounts paid by the Company to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration or lawsuit of which such Participant was the subject.

(e)             Code Section 409A and Code Section 457A.

(i)            Notwithstanding anything to the contrary herein or in any applicable Award Agreement, all payments and distributions due hereunder and thereunder are intended to comply with Section 409A and Section 457A of the Code and the guidance issued thereunder, and this Program and any applicable Award Agreement shall be construed accordingly.

(ii)           If a Participant is a Specified Employee at the time of his or her Separation from Service, any payment(s) with respect to any Award subject to Section 409A of the Code to which such Participant would otherwise be entitled by reason of such Separation from Service shall be made on the date that is six months after the Participant’s Separation from Service (or, if earlier, the date of the Participant’s death).  All payments hereunder and under any applicable Award Agreement that have been delayed pursuant to this Section 9(e)(ii) shall be paid (without interest, dividends, dividend equivalents or any compensation for any loss in market value or otherwise which occurs during such period) to the Participant in a lump sum to the extent the Award terms provide for payment in a lump sum form.

(iii)          Each Participant or the Participant’s estate, as the case may be, is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such Participant in connection with this Program or any other nonqualified deferred compensation plan sponsored or maintained by the Company (including without

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limitation any taxes and penalties under Section 409A or Section 457A of the Code), and the Company shall have no obligation to indemnify or otherwise hold such Participant or the Participant’s estate harmless from any or all of such taxes or penalties.

(f)              Successors.  The obligations of the Company under this Program shall be binding upon the successors of the Company.

(g)             Governing Law.  The Program and each Award Agreement entered into with a Participant shall be subject to and construed in accordance with the laws of the State of New York, without regard to any conflicts or choice of law rule or principle that might otherwise refer the interpretation of the Award to the substantive law of another jurisdiction.

(h)             Construction.  The headings in this Program have been inserted for convenience of reference only and are to be ignored in any construction of any provision hereof.  Use of one gender includes the other, and the singular and plural include each other.

(i)              Arbitration.  Unless otherwise provided in an Award Agreement, all claims, disputes or controversies (“Claims”) arising under this Program shall be resolved exclusively through arbitration.  Such arbitration shall be conducted before, and in accordance with the applicable arbitration rules of, the Financial Industry Regulatory Authority (FINRA), or the National Futures Association (“NFA”), if the matter is eligible for such arbitration and FINRA or NFA, as the case may be, agrees to arbitrate.  If the matter is not eligible for arbitration before FINRA or NFA, or other mandatory exclusive forum, such Claims shall be subject to the exclusive jurisdiction of the United States District Court of the Southern District of New York or if such court lacks subject matter jurisdiction, to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York with respect to any Claims (whether or not any such party is otherwise subject to the jurisdiction or venue of such Court).

*              *              *

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EX-99.1

Exhibit 99.1

GFI Group Inc. Appoints Colin Heffron as CEO and

Announces Fourth Quarter and Full Year 2012 Results

·Colin Heffron is named Chief Executive Officer

·Michael Gooch will continue to serve as Executive Chairman of the Board

·Fourth Quarter

·GAAP Total Revenues: $207.3 Million; Non-GAAP Total Revenues: $208.8 Million

·GAAP Net Revenues: $173.4 Million; Non-GAAP Net Revenues: $174.9 Million

·Software, Analytics and Market Data revenues $22.5 Million, up 16.6% year-over-year

·GAAP Net Loss: $11.4 Million or a loss of $0.10 per Diluted Share

·Non-GAAP Net Loss: $2.9 Million or a loss of $0.02 per Diluted Share

·Non-GAAP Cash Earnings: $18.0 Million or $0.16 per Diluted Share

·Full Year

·GAAP Total Revenues: $924.6 Million; Non-GAAP Total Revenues: $919.1 Million

·GAAP Net Revenues: $787.0 Million; Non-GAAP Net Revenues: $781.5 Million

·GAAP Net Loss: $10.0 Million or a loss of $0.09 per Diluted Share

·Non-GAAP Net Income: $8.9 Million or $0.07 per Diluted Share

·Non-GAAP Cash Earnings: $92.1 Million or $0.75 per Diluted Share

New York,  February 14, 2013 — GFI Group Inc. (NYSE: GFIG), a leading provider of wholesale brokerage services, clearing services, and electronic execution and trading support products for global financial markets, today announced that Colin Heffron was appointed as the Company’s Chief Executive Officer, effective February 14, 2013.  Mr. Heffron will report to GFI’s Board of Directors and be responsible for the overall management of GFI’s business.  Mr. Heffron had been GFI’s President since 2004.  Michael Gooch, will continue to serve as Executive Chairman of the Board and will remain active in setting the strategic direction of the business.

GFI also reported today its financial results for the fourth quarter and full year ended December 31, 2012.

Highlights

·GAAP net revenues were $173.4 million for the fourth quarter of 2012, a decrease of 15.2% from $204.6 million in the fourth quarter of 2011.  On a non-GAAP basis, net revenues decreased 9.2% to $174.9 million in the fourth quarter of 2012, from $192.6 million in the fourth quarter of 2011.

·Brokerage revenues for the fourth quarter of 2012 declined 13.8% on a GAAP basis to $150.4 million, from $174.5 million, in the fourth quarter of 2011.  On a non-GAAP basis, brokerage revenues decreased 13.1% to $151.0 million in the fourth quarter of 2012, from $173.7 million in the fourth quarter of 2011.

·Revenues from trading software, analytics and market data products for the fourth quarter of 2012 were $22.5 million, up 16.6% from $19.3 million in the fourth quarter of 2011.

·Compensation and employee benefits expense in the fourth quarter of 2012 was 71.8% and 73.2% of net revenues on a GAAP and non-GAAP basis, respectively. This compares with 78.7% and 71.6% of net revenues on a GAAP and non-GAAP basis, respectively, in the fourth quarter of 2011.

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·Non-compensation expenses were 33.6% of net revenues on a GAAP basis and 30.5% on a non-GAAP basis in the fourth quarter of 2012.  This compares with 34.5% of net revenues on a GAAP basis and 30.9% on a non-GAAP basis in the fourth quarter of 2011.

·Net loss for the fourth quarter of 2012 was $11.4 million on a GAAP basis, or a loss of $0.10 per diluted share, compared with a net loss of $22.1 million, or a loss of $0.19 per diluted share, in the fourth quarter of 2011.  On a non-GAAP basis, net loss was $2.9 million, or a loss of $0.02 per diluted share, for the fourth quarter of 2012, compared with a net loss of $7.5 million, or a loss of $0.06 per diluted share, in the fourth quarter of 2011.

·Cash earnings for the three month period ended December 31, 2012 were $18.0 million, or $0.16 per diluted share, compared with $12.5 million, or $0.11 per diluted share, for the same period in 2011.

·For the year ended December 31, 2012, GAAP net revenues decreased 10.6% to $787.0 million, from $880.8 million in 2011.  Net loss on a GAAP basis for 2012 was $10.0 million, or a loss of $0.09 per diluted share, compared to a net loss of $3.2 million, or a loss of $0.03 per diluted share, in 2011.  On a non-GAAP basis, net revenues for the year ended December 31, 2012 decreased 10.6% to $781.5 million from $874.5 million for 2011. Non-GAAP net income for 2012 was $8.9 million, or $0.07 per diluted share, compared with $26.5 million, or $0.21 per diluted share, in 2011.

Michael Gooch, Executive Chairman of GFI, commented: “I am proud to announce the appointment of Colin Heffron as GFI’s next CEO.  In his 25 years with the company, Colin has succeeded in every role and executive capacity he has undertaken.  He has demonstrated extraordinarily leadership as Company President and his appointment as CEO reflects the breadth of his responsibilities at GFI and stature within the industry.  I look forward to continuing to work with Colin in my role as Executive Chairman of the Company.”

“Mr. Gooch further commented “Regulatory, market and economic uncertainty combined with seasonally slow trading resulted in difficult trading conditions in the fourth quarter.   Non-GAAP net revenues and brokerage revenues were down 9.2% and 13.1%, respectively, in the fourth quarter compared to 2011.  However, despite these conditions, GFI’s software, analytics and market data revenues grew 16.6% year over year in the fourth quarter, largely due to growth at Trayport, and GFI moved forward with on-going technology development and cost-reduction initiatives.  We expect to continue to expand our higher-margin, subscription-based Trayport and Fenics software businesses by leveraging their networks and diversifying their product offerings.

“Hurricane Sandy reinforced our belief that proprietary technology provides GFI with a clear competitive advantage.  GFI’s electronic trade matching technology, as well as its disaster recovery sites in New Jersey, enabled our New York area operations to resume business within days of the storm without significant operational disruption. The breadth of GFI’s technology includes significant product and geographical coverage, with electronic trade matching capabilities on approximately 40% of GFI’s desks globally.  Over 60% of GFI’s brokerage revenues, excluding Kyte, are supported by our proprietary trading technology.

“We continued to reduce GFI’s cost base, largely through headcount reductions and by building more flexibility into compensation arrangements over time.  During 2012, we reduced expenses, mainly in the compensation area, by approximately $31 million and are on track to reach over $50 million in total cost savings, over 2011 expense levels, in 2013.  We expect to realize these cost savings relatively equally among the four quarters in 2013, and are encouraged with January’s preliminary results indicating improved profitability compared to last year.

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“GFI continues to play an active role in the implementation of swaps market regulatory reform in the U.S., Europe and Asia.  GFI is readying itself to fully serve its global clientele upon completion of the various rulemaking processes.

“Through the second week of February, GFI’s preliminary 2013 total revenues are tracking down approximately 6% compared with total revenues for the same period last year.  We believe that GFI’s revenue performance is within the range of volume or revenue results reported in the broader exchange-traded and OTC derivative markets.

“It is important to note that GFI’s non-GAAP cash EPS was $0.16 per diluted share in the fourth quarter of 2012, up from $0.11 per diluted share in the fourth quarter of 2011, and consistent with the $0.17 per diluted share achieved in the third quarter of 2012.  We also paid the Company’s regular dividend for the fourth quarter of 2012 on an accelerated basis on December 27, 2012.”

Revenues

Net revenues were $173.4 million and $174.9 million on a GAAP and non-GAAP basis, respectively, in the fourth quarter of 2012, as compared with $204.6 million and $192.6 million on a GAAP and non-GAAP basis, respectively, in the fourth quarter of 2011.

GAAP brokerage revenues were $150.4 million compared with $174.5 million in the fourth quarter of 2011. Revenues from fixed income, equity and commodity products were down 17.2%, 16.2%and 21.4%, respectively, compared with the fourth quarter of 2011.  Financial product revenues were up 1.5% over the same period.  By geographic region, brokerage revenues for the fourth quarter of 2012 declined 21.9% in the Americas, 7.5% in Europe, Middle East and Africa and 7.9% in Asia-Pacific, as compared with the same quarter of 2011.

Revenues from trading software, analytics and market data products for the fourth quarter of 2012 were $22.5 million, up 16.6% from $19.3 million in the fourth quarter of 2011.

Expenses

For the fourth quarter of 2012, compensation and employee benefits expense was $124.6 million on a GAAP basis and $128.0 million on a non-GAAP basis.  This compares with $161.1 million on a GAAP basis and $138.0 million on a non-GAAP basis in the fourth quarter of 2011. Compensation and employee benefits expense was 71.8% and 73.2% of net revenues on a GAAP and non-GAAP basis, respectively, in the fourth quarter of 2012 compared with 78.7% and 71.6% of net revenues on a GAAP and non-GAAP basis, respectively, in the fourth quarter of 2011.

On a GAAP basis, non-compensation expenses for the fourth quarter of 2012 were $58.3 million, or 33.6% of net revenues, compared with $70.5 million, or 34.5% of net revenues, in the fourth quarter of 2011. On a non-GAAP basis, non-compensation expenses for the fourth quarter of 2012 were $53.3 million, or 30.5% of net revenues, compared with $59.5 million, or 30.9% of net revenues, in the fourth quarter of 2011.

Earnings

Net loss on a GAAP basis for the fourth quarter of 2012 was $11.4 million, or a loss of $0.10 per diluted share, compared with a net loss of $22.1 million, or a loss of $0.19 per diluted share, in the fourth quarter of 2011.  On a non-GAAP basis, net loss for the fourth quarter of 2012 was $2.9 million, or a loss of $0.02 per diluted share, compared with a net loss of $7.5 million, or a loss of $0.06 per diluted share, for the fourth quarter of 2011.

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Full Year Results

Net revenues for the year ended December 31, 2012 were $787.0 million on a GAAP basis, compared to net revenues of $880.8 million for the year ended December 31, 2011.  Net loss was $10.0 million on a GAAP basis, or a loss of $0.09 per diluted share, for 2012 compared with a net loss of $3.2 million, or a loss of $0.03 per diluted share, for the same period in 2011.  On a non-GAAP basis, net revenues for the year ended December 31, 2012 were $781.5 million compared to $874.5 million for the same period in 2011.  Non-GAAP net income was $8.9 million, or $0.07 per diluted share, for 2012 compared with non-GAAP net income of $26.5 million, or $0.21 per diluted share, for 2011.

The effective non-GAAP tax rate for 2012 was approximately 11.9%, as compared to 39.0% in 2011.  This was largely driven by a release in the quarter of a tax liability related to prior years.  Excluding this non-recurring tax item, the effective non-GAAP tax rate would have been 33.0% for 2012.

Non-GAAP Financial Measures

To supplement GFI’s unaudited financial statements presented in accordance with GAAP, the Company uses certain non-GAAP measures of financial performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies.  In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. The non-GAAP financial measures used by GFI include non-GAAP total revenues, non-GAAP net revenues, non-GAAP provision for or benefit from income taxes, non-GAAP net income, non-GAAP diluted earnings per share, cash earnings and cash earnings per share. These non-GAAP financial measures currently exclude from the Company’s statement of income amortization of acquired intangibles and certain other items that management views as non-operating, non-recurring or non-cash as detailed in the reconciliation included in the financial tables attached to this release.

In addition, GFI may consider whether other significant non-operating, non-recurring or non-cash items that arise in the future should also be excluded in calculating the non-GAAP financial measures it uses.  The non-GAAP financial measures also take into account estimated adjustments to income tax expense with respect to the excluded items.

GFI believes that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding the Company’s performance by excluding certain items that may not be indicative of the Company’s core business, operating results or future outlook. GFI’s management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing the Company’s operating results, as well as when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate comparisons of the Company’s performance to prior periods.

In addition to the reasons stated above, which are generally applicable to each of the items GFI excludes from its non-GAAP financial measures, the Company believes it is appropriate to exclude amortization of acquired intangibles because when analyzing the operating performance of an acquired business, GFI’s management focuses on the total return provided by the investment (i.e., operating profit generated from the acquired entity, as compared to the purchase price paid) without taking into consideration any charges for allocations made for accounting purposes. Further, because the purchase price for an acquisition necessarily reflects the accounting value assigned to intangible assets, when analyzing the operating performance of an acquisition in subsequent

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periods, the Company’s management excludes the GAAP impact of acquired intangible assets on its financial results. GFI believes that such an approach is useful in understanding the long-term return provided by an acquisition and that investors benefit from a supplemental non-GAAP financial measure that excludes the accounting expense associated with acquired intangible assets.

A reconciliation of these non-GAAP financial measures to GAAP is included in the financial tables attached to this release.

Conference Call

GFI has scheduled an investor conference call to discuss its Fourth quarter results at 8:30 a.m. (Eastern Time) on Friday, February 15, 2013. Those wishing to listen to the live conference call via telephone should dial 1-800-860-2442 in North America and +1-412-858-4600 outside of North America, and ask for “GFI”.

A live audio web cast of the conference call will be available on the Investor Relations section of GFI’s Website. For web cast registration information, please visit: http://www.gfigroup.com. Following the conference call, an archived recording will be available.

Supplementary Financial Information

GFI has posted details of its historical monthly brokerage revenues on the Investor Relations page of its web site under the heading Supplementary Financial Information. The Company currently plans to post this information quarterly in conjunction with its announcement of earnings, but does not undertake a responsibility to continue to provide or update such information.

About GFI Group Inc.

GFI Group Inc. (NYSE: “GFIG”) is a leading provider of wholesale brokerage services, clearing services, electronic execution and trading support products for global financial markets. GFI Group Inc. provides brokerage services, market data, trading platform and analytics software products to institutional clients in markets for a range of fixed income, financial, equity and commodity instruments.

Headquartered in New York, GFI was founded in 1987 and employs more than 2,000 people with additional offices in London, Paris, Nyon, Hong Kong, Seoul, Singapore, Manila, Sydney, Cape Town, Santiago, Bogota, Buenos Aires, Lima, Dubai, Dublin, Tel Aviv, Los Angeles and Sugar Land (TX). GFI Group Inc. provides services and products to over 2,600 institutional clients, including leading investment and commercial banks, corporations, insurance companies and hedge funds. Its brands include GFISM, GFInet®, CreditMatch®, GFI ForexMatch®, EnergyMatch®, FENICS®, Starsupply®, Amerex®, Trayport® and Kyte®.

Forward-looking Statement

Certain matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “might,” “intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of GFI Group Inc. (the “Company”) and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: economic,

5

political and market factors affecting trading volumes; securities prices or demand for the Company’s brokerage services; competition from current and new competitors; the Company’s ability to attract and retain key personnel, including highly-qualified brokerage personnel; the Company’s ability to identify and develop new products and markets; changes in laws and regulations governing the Company’s business and operations or permissible activities; the Company’s ability to manage its international operations; financial difficulties experienced by the Company’s customers or key participants in the markets in which the Company focuses its brokerage services; the Company’s ability to keep up with technological changes; uncertainties relating to litigation and the Company’s ability to assess and integrate acquisition prospects. Further information about factors that could affect the Company’s financial and other results is included in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contacts:

Christopher Giancarlo

Executive Vice President

investorinfo@gfigroup.com

Chris Ann Casaburri Grimmett

Investor Relations Manager

212-968-4167

chris.grimmett@gfigroup.com

Media Contact:

Patricia Gutierrez

Vice President - Public Relations

212-968-2964

patricia.gutierrez@gfigroup.com

- FINANCIAL TABLES FOLLOW -

6

GFI Group Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

(In thousands except share and per share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2012			2011			2012			2011
Revenues
Agency commissions	$	104,110		$	125,584		$	484,386		$	561,026
Principal transactions	46,329			48,907			211,159			235,580
Total brokerage revenues	150,439			174,491			695,545			796,606
Clearing services revenues	29,704			25,513			118,011			112,735
Interest income from clearing services	639			682			1,964			2,300
Equity in net earnings of unconsolidated businesses	2,327			523			8,569			10,466
Software, analytics and market data	22,482			19,292			84,153			73,620
Other income	1,703			13,829			16,345			19,746
Total revenues	207,294			234,330			924,587			1,015,473
Interest and transaction-based expenses
Transaction fees on clearing services	28,738			24,074			113,726			108,283
Transaction fees on brokerage services	4,831			5,184			22,843			24,541
Interest expense from clearing services	293			496			973			1,878
Total interest and transaction-based expenses	33,862			29,754			137,542			134,702
Revenues, net of interest and transaction-based expenses	173,432			204,576			787,045			880,771
Expenses
Compensation and employee benefits	124,574			161,068			546,501			627,368
Communications and market data	14,131			15,364			60,760			60,728
Travel and promotion	8,503			9,887			35,850			40,011
Rent and occupancy	2,908			6,481			23,667			24,664
Depreciation and amortization	9,122			9,278			36,624			38,943
Professional fees	5,768			7,772			23,238			27,413
Interest on borrowings	6,805			7,512			26,885			25,759
Other expenses	11,047			14,244			34,777			35,803
Total other expenses	182,858			231,606			788,302			880,689
(Loss) income before provision for income taxes	(9,426		)	(27,030		)	(1,257		)	82
Provision for (benefit from) income taxes	1,688			(4,945		)	8,387			2,647
Net loss before attribution to non-controlling stockholders	(11,114		)	(22,085		)	(9,644		)	(2,565		)
Less: Net income attributable to non-controlling interests	258			58			309			616
GFI’s net loss	$	(11,372	)	$	(22,143	)	$	(9,953	)	$	(3,181	)
Basic loss per share	$	(0.10	)	$	(0.19	)	$	(0.09	)	$	(0.03	)
Diluted loss per share	$	(0.10	)	$	(0.19	)	$	(0.09	)	$	(0.03	)
Weighted average shares outstanding - basic	115,837,632			115,804,367			116,014,202			118,334,995
Weighted average shares outstanding - diluted	115,837,632			115,804,367			116,014,202			118,334,995

GFI Group Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

As a Percentage of Net Revenues

	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2012		2011		2012		2011
Revenues
Agency commissions	60.0	%	61.4	%	61.5	%	63.7	%
Principal transactions	26.7	%	23.9	%	26.8	%	26.7	%
Total brokerage revenues	86.7	%	85.3	%	88.3	%	90.4	%
Clearing services revenues	17.1	%	12.5	%	15.0	%	12.8	%
Interest income from clearing services	0.4	%	0.3	%	0.2	%	0.3	%
Equity in net earnings of unconsolidated businesses	1.3	%	0.3	%	1.1	%	1.2	%
Software, analytics and market data	13.0	%	9.3	%	10.7	%	8.4	%
Other income	1.0	%	6.8	%	2.1	%	2.2	%
Total revenues	119.5	%	114.5	%	117.4	%	115.3	%
Interest and transaction-based expenses
Transaction fees on clearing services	16.6	%	11.8	%	14.4	%	12.3	%
Transaction fees on brokerage services	2.8	%	2.5	%	2.9	%	2.8	%
Interest expense from clearing services	0.1	%	0.2	%	0.1	%	0.2	%
Total interest and transaction-based expenses	19.5	%	14.5	%	17.4	%	15.3	%
Revenues, net of interest and transaction-based expenses	100.0	%	100.0	%	100.0	%	100.0	%
Expenses
Compensation and employee benefits	71.8	%	78.7	%	69.4	%	71.2	%
Communications and market data	8.1	%	7.5	%	7.7	%	6.9	%
Travel and promotion	4.9	%	4.8	%	4.6	%	4.6	%
Rent and occupancy	1.7	%	3.2	%	3.0	%	2.8	%
Depreciation and amortization	5.3	%	4.5	%	4.7	%	4.4	%
Professional fees	3.3	%	3.8	%	3.0	%	3.1	%
Interest on borrowings	3.9	%	3.7	%	3.4	%	2.9	%
Other expenses	6.4	%	7.0	%	4.4	%	4.1	%
Total other expenses	105.4	%	113.2	%	100.2	%	100.0	%
(Loss) income before provision for income taxes	-5.4	%	-13.2	%	-0.2	%	0.0	%
Provision for (benefit from) income taxes	1.0	%	-2.4	%	1.1	%	0.3	%
Net loss before attribution to non-controlling stockholders	-6.4	%	-10.8	%	-1.3	%	-0.3	%
Less: Net income attributable to non-controlling interests	0.2	%	0.0	%	0.0	%	0.1	%
GFI’s net loss	-6.6	%	-10.8	%	-1.3	%	-0.4	%

GFI Group Inc. and Subsidiaries

Selected Financial Data (unaudited)

(Dollars in thousands except per share data)

	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2012		2011		2012		2011
Brokerage Revenues by Product Categories:
Fixed Income	$	39,090	$	47,222	$	188,328	$	234,498
Financial	41,627		41,016		185,062		191,689
Equity	30,780		36,715		135,826		174,862
Commodity	38,942		49,538		186,329		195,557
Total brokerage revenues	$	150,439	$	174,491	$	695,545	$	796,606
Brokerage Revenues by Geographic Region:
Americas	$	59,171	$	75,739	$	274,498	$	311,519
Europe, Middle East, and Africa	76,054		82,229		345,069		392,895
Asia-Pacific	15,214		16,523		75,978		92,192
Total brokerage revenues	$	150,439	$	174,491	$	695,545	$	796,606

	December 31,		December 31,
	2012		2011
Consolidated Statement of Financial Condition Data:
Cash and cash equivalents	$	227,441	$	245,879
Cash held at clearing organizations, net of customer cash	19,636		41,646
GFI’s total balance sheet cash	247,077		287,525
Balance sheet cash per share	2.11		2.45
Total assets (1)	1,180,061		1,190,549
Total debt	250,000		250,000
Stockholders’ equity	425,082		447,212
Selected Statistical Data:
Brokerage personnel headcount (2)	1,188		1,271
Employees	2,062		2,176
Broker productivity for the period (3)	$	125	$	136

(1)Total assets include receivables from brokers, dealers and clearing organizations of $252.7 million and $251.8  million at December 31, 2012 and December 31, 2011, respectively. These receivables primarily represent securities transactions entered into in connection with our matched principal business which have not settled as of their stated settlement dates, as well as balances with clearing organizations. These receivables are substantially offset by corresponding payables to brokers, dealers and clearing organizations and to clearing customers, for these unsettled transactions.

(2)Brokerage personnel headcount includes brokers, traders, trainees and clerks.

(3)Broker productivity is calculated as brokerage revenues divided by average monthly brokerage personnel headcount for the quarter.

GFI Group Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)

(In thousands except share and per share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2012			2011			2012			2011
GAAP revenues	$	207,294		$	234,330		$	924,587		$	1,015,473
Mark-to-market loss (gain) on forward hedges of future foreign currency revenues	734			(1,487		)	1,021			239
Fair value mark-to-market gain on future purchase commitment	(447		)	(9,679		)	(9,545		)	(6,941		)
Fair value mark-to-market loss on warrants on investee shares	638			—			2,475			—
Accounting impact of increased ownership stake in an investee	—			—			—			1,863
Recovery of previously reserved balances	—			—			—			(609		)
Trading losses (revenues) from start-up operations	539			(817		)	539			(817		)
Total Non-GAAP Revenues	208,758			222,347			919,077			1,009,208
GAAP interest and transaction-based expenses	33,862			29,754			137,542			134,702
Non-GAAP revenues, net of interest and transaction-based expenses	174,896			192,593			781,535			874,506
GAAP other expenses	182,858			231,606			788,302			880,689
Amortization of intangibles	(2,531		)	(2,955		)	(11,293		)	(12,190		)
Change in estimate - Kyte opening balance sheet liability	3,474			—			3,474			—
Adjustment of sublease loss accrual	3,215			—			3,215			—
Costs associated with Hurricane Sandy	(904		)	—			(904		)	—
Closure of certain desks in Asia	—			—			(1,578		)	—
Writedown of available for sale securities	—			(4,094		)	(5,362		)	(4,094		)
Gain on settlement of pre-acquisition receivable	—			—			—			942
Debt redemption costs	—			—			—			(5,975		)
Writedown of investments in unconsolidated affiliates	—			(2,480		)	—			(4,735		)
Severance and other restructuring	—			(19,732		)	—			(19,732		)
Expenses from start-up operations	(4,803		)	(4,871		)	(4,803		)	(4,871		)
Non-GAAP other expenses	181,309			197,474			771,051			830,034
Non-GAAP pre-tax (loss) income	(6,413		)	(4,881		)	10,484			44,472
Income tax impact on Non-GAAP items	(3,649		)	7,483			2,616			14,697
Plus: Non-operating adjustment for the recognition of a tax benefit related to the repatriation of international profits	(1,813		)	—			(7,097		)	—
Plus: Non-operating adjustment for the recognition of a tax benefit related to interest income between international affiliates	(44		)	—			(2,655		)	—
Non-GAAP (benefit from) provision for income taxes	(3,818		)	2,538			1,251		(1)	17,344
Less: Net income attributable to non-controlling interests	258			58			309			616
GFI’s Non-GAAP net (loss) income	$	(2,853	)	$	(7,477	)	$	8,924		$	26,512
Non-GAAP diluted net (loss) income per share	$	(0.02	)	$	(0.06	)	$	0.07		$	0.21
Pre-tax adjustments to arrive at cash earnings
Amortization of RSUs	7,732			7,645			32,365			30,831
Amortization of prepaid sign-on and retention bonuses	6,540			5,984			25,472			23,281
Depreciation and other amortization	6,591			6,302			25,331			26,732
Total pre-tax adjustments to cash earnings	20,863			19,931			83,168			80,844
Non-GAAP pre-tax cash earnings from ongoing operations	14,450			15,050			93,652			125,316
Non-GAAP (benefit from) provision for income taxes	(3,818		)	2,538			1,251		(1)	17,344
Less: Net income attributable to non-controlling interests	258			58			309			616
GFI’s Non-GAAP net cash earnings from ongoing operations	$	18,010		$	12,454		$	92,092		$	107,356
Non-GAAP cash earnings per share	$	0.16		$	0.11		$	0.75		$	0.85
Weighted average shares outstanding - diluted	115,837,632			115,804,367			123,455,160			126,608,348

(1)As discussed in GFI’s fourth quarter and full year 2012 earnings release, non-GAAP provision for income taxes includes a non-recurring adjustment related to the release of a tax liability related to prior years.  Excluding this item, 2012 non-GAAP provision for income taxes would have been $3,481, resulting in an effective non-GAAP tax rate of approximately 33%.  On a GAAP basis, GFI’s effective tax rate was approximately -667% for 2012 and 3,228% for 2011.

GFI Group Inc.

Adjusted EBITDA

($ in ‘000’s, except share and per share amounts)	4Q11			1Q12			2Q12			3Q12			4Q12			Last twelve months (LTM)
Net (loss) income per U.S. GAAP before attribution to non-controlling interests	$	(22,085	)	$	4,940		$	5,335		$	(8,805	)	$	(11,114	)
Plus: Net (income) loss attributable to non-controlling interests	(58		)	(148		)	(15		)	112			(258		)
GFI’s net (loss) income	(22,143		)	4,792			5,320			(8,693		)	(11,372		)
Plus: Extraordinary and other non-recurring pretax items (i.e., non-GAAP adjustments)	22,149			5,399			(3,128		)	6,457			3,013
Plus: Interest expense	8,008			7,255			6,685			6,820			7,098
Less: Interest income	(835		)	(680		)	(622		)	(614		)	(849		)
Plus: Income tax (benefit) expense	(4,945		)	2,779			2,282			1,638			1,688
Plus: Depreciation and amortization expense (excluding intangibles)	6,302			6,242			6,174			6,324			6,591
Plus: Amortization of RSUs	7,645			9,052			7,830			7,751			7,732
Plus: Amortization of prepaid sign-on and retention bonuses	5,984			6,595			6,041			6,296			6,540
Adjusted EBITDA	$	22,165		$	41,434		$	30,582		$	25,979		$	20,441		$	118,436
Weighted average shares outstanding - diluted																123,455,160
Adjusted EBITDA per share (pre-tax)																$	0.96