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): March 26, 2013

EPOCH HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-9728	20-1938886
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

399 Park Avenue, New York, NY	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 303-7200

N/A

(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:

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

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

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

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

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

Epoch Holding Corporation (“Epoch”) held a Special Meeting of Stockholders on March 26, 2013 (the “Special Meeting”). At the Special Meeting, Epoch’s stockholders:

• Approved the adoption of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 6, 2012, by and between Epoch, The Toronto-Dominion Bank (“TD”), and Empire Merger Sub, Inc., a wholly-owned subsidiary of TD (“Merger Sub”), which provides for the merger of Merger Sub, with and into Epoch (the “Merger”), with Epoch continuing as the surviving corporation; and

• On a non-binding, advisory basis, approved certain compensation that will or may become payable by Epoch to its named executive officers in connection with the consummation of the Merger.

In connection with the Special Meeting, Epoch also solicited proxies with respect to the adjournment of the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the Merger Agreement. Because there were sufficient votes from Epoch’s stockholders to approve the proposal to adopt the Merger Agreement, adjournment of the Special Meeting to solicit additional proxies was unnecessary, and the proposal to adjourn the Special Meeting was tabled.

Each proposal is described in detail in Epoch’s definitive proxy statement dated February 25, 2013 which was filed with the Securities and Exchange Commission on February 25, 2013, and first mailed to Epoch’s stockholders on or about February 25, 2013. Stockholders owning a total of 23,868,559 shares voted at the Special Meeting, representing approximately 84% of the shares of Epoch’s common stock outstanding as of the record date for the Special Meeting.

The final results of voting on each of the matters submitted to a vote of the stockholders during the Special Meeting are set forth below:

	For	Against	Abstentions
1) Approval of Merger Agreement	19,891,516	18,062	225,108
	For	Against	Abstentions
2) Approval of Merger-related compensation	16,990,526	1,435,602	1,708,558

Item 8.01.  Other Events.

On March 26, 2013, Epoch issued a press release announcing that its stockholders had approved the adoption of the Merger Agreement at the Special Meeting. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release issued by Epoch Holding Corporation, dated March 26, 2013.

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.

	EPOCH HOLDING CORPORATION
	(Registrant)
Date: March 26, 2013
	By:	/s/ Adam Borak
		Name: Adam Borak
		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

EPOCH HOLDING CORPORATION ANNOUNCES STOCKHOLDER APPROVAL OF MERGER AGREEMENT WITH TD BANK GROUP

NEW YORK — (BUSINESS WIRE) — March 26, 2013 — Epoch Holding Corporation (“Epoch” or the “Company”) (Nasdaq: EPHC), a leading investment manager and investment adviser, announced that, at a special meeting of stockholders held earlier today, its stockholders approved the adoption of the merger agreement, dated as of December 6, 2012, providing for the acquisition of Epoch by TD Bank Group (“TD”).

Approximately 99% of the shares voting at today’s special meeting of stockholders voted in favor of the adoption of the merger agreement, which represented approximately 83% of Epoch’s total outstanding shares of common stock as of the February 8, 2013 record date. A quorum of approximately 84% of Epoch’s total outstanding shares of common stock as of the February 8, 2013 record date voted at the special meeting.

About Epoch Holding Corporation

Epoch Holding Corporation conducts its operations through Epoch Investment Partners, Inc., a wholly-owned subsidiary and a registered investment adviser under the Investment Advisers Act of 1940, as amended. Investment management and investment advisory services are the Company’s sole line of business. Headquartered in New York, the Company’s investment strategies include U.S. Equity (All Cap, Large Cap, SMID Cap and Small Cap Value; Choice and Shareholder Yield), Global Equity (Shareholder Yield, Choice, Absolute Return and Small Cap) and International Small Cap.

For more information about Epoch contact Adam Borak at Epoch Investment Partners, Inc., 212-400-4708, aborak@eipny.com or visit Epoch’s website at www.eipny.com.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain statements that may be considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Epoch, may include projections of Epoch’s future financial performance based on Epoch’s anticipated growth strategies and trends in Epoch’s business. These statements are only predictions based on Epoch’s current expectations and projections about future events. There are important factors that could cause Epoch’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements.

Additional information about the material factors or assumptions underlying such forward-looking statements may be found under Item 1.A in Epoch’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 and Item 1.A in Epoch’s most recent Quarterly Report on Form 10-Q for the quarter ended December 31, 2012. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Epoch or any other person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced above. Neither Epoch nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements speak only as of the date of this communication. Epoch is not under any duty to update any of these forward-looking statements after the date of this communication, nor to conform Epoch’s prior statements to actual results or revised expectations, and Epoch does not intend to do so.

Additional Information and Where to Find It

Stockholders may obtain free copies of the documents filed with the SEC by Epoch through the Investor Relations section of our website, and the “Financial Information” tab therein. The website address is www.eipny.com. The information on our website is not, and shall not be deemed to be a part hereof or incorporated into this or any other filings with the Securities and Exchange Commission. You may also send a written request to our Corporate Secretary at Epoch Holding Corporation, 399 Park Avenue, New York, New York 10022, Attn: Corporate Secretary, or by calling the Corporate Secretary at (212) 303-7200.