0001144204-15-039842.txt : 20150630 0001144204-15-039842.hdr.sgml : 20150630 20150629191958 ACCESSION NUMBER: 0001144204-15-039842 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150625 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150630 DATE AS OF CHANGE: 20150629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RCS Capital Corp CENTRAL INDEX KEY: 0001568832 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 383894716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 15959635 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.415.6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 v414404_8k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

to

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 25, 2015

 

RCS Capital Corporation

 

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-35924   38-3894716

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

405 Park Avenue, 14th Floor

New York, New York 10022

(Address, including zip code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (866) 904-2988

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

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

 

On June 25, 2015, RCS Capital Corporation (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following proposals: (i) the election of seven members of the Company’s Board of Directors (the “Directors”) to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified; (ii) an amendment to the Company’s certificate of incorporation to increase the number of shares of Class A common stock, par value $0.001 per share (“Class A common stock”), the Company is authorized to issue to 300,000,000 shares (the “Certificate Amendment”); (iii) ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for 2015; (iv) a non-binding advisory proposal on the frequency of future say-on-pay votes (commonly referred to as “say-on-frequency”); and (v) an amendment to the RCS Capital Corporation Equity Plan (the “Equity Plan Amendment”).

 

Holders of the shares of Class A common stock are entitled to one vote per share and the holder of the sole outstanding share of the Company’s Class B common stock, par value $0.001 per share (“Class B common stock”), is entitled to one vote more than the votes of the outstanding Class A common stock. Holders of the shares of Class A common stock and the holder of the sole share of Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting.

 

The full results of the proposals voted on at the Annual Meeting are set forth below:

 

Proposal No. 1 — Election of the Directors:

 

          Nominee Votes For Votes Against Abstain Broker Non-Votes

Edward M. Weil, Jr.

 122,619,178 9,565,060 16,103 10,431,014

Peter M. Budko

 121,858,468 10,325,942 15,931 10,431,014
Brian D. Jones 122,142,838 10,040,742 16,761 10,431,014

R. Lawrence Roth

 122,289,092 9,897,466 13,783 10,431,014

Mark Auerbach

 131,910,380 273,771 16,190 10,431,014

C. Thomas McMillen

 131,903,148 280,906 16,287 10,431,014

Howell D. Wood

 131,738,441 445,713 16,187 10,431,014

 

Proposal No. 2 — Approval of the Certificate Amendment:

 

Votes For Votes Against Abstentions Broker Non-Votes

 

129,511,979

 

13,022,915

 

96,461

 

 –

 

On June 29, 2015, the Company filed the Certificate Amendment with the Secretary of State of the State of Delaware, at which time the Certificate Amendment became effective.

 

 
 

 

A copy of the Certificate Amendment will be filed with Company’s Quarterly Report on Form 10-Q for the three months ending June 30, 2015.

 

Proposal No. 3 — Ratification of the appointment of PwC as the Company’s independent registered public accounting firm for 2015:

 

Votes For Votes Against Abstentions Broker Non-Votes

 

142,352,059

 

227,361

 

51,935

 

 –

 

Proposal No. 4 — A non-binding advisory proposal on the frequency of future say-on-pay votes (commonly referred to as “say-on-frequency”):

 

One Year Two Years Three Years Abstentions Broker Non-Votes

 

131,915,537

 

90,459

 

128,821

 

65,524

 

10,431,014

 

Proposal No. 5 — Approval of the Equity Plan Amendment:

 

Votes For Votes Against Abstentions Broker Non-Votes

 

113,887,735

 

18,286,092

 

26,514

 10,431,014

 

No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    RCS Capital Corporation
       
Date: June 29, 2015 By: /s/ EDWARD M. WEIL, JR.
      Edward M. Weil, Jr.
      Chief Executive Officer and Director