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BGC PARTNERS, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 6, 2014



ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On June 3, 2014, at the Annual Meeting of Stockholders (the "Annual Meeting") of BGC Partners, Inc. (the "Company"), the Company's stockholders approved an amendment to the Company's Fourth Amended and Restated Long Term Incentive Plan (the "Equity Plan") to increase by 100 million the aggregate number of shares of the Company's Class A common stock that may be delivered or cash settled pursuant to awards granted during the life of the Equity Plan.

For a description of the terms and conditions of the Equity Plan, as amended and restated and approved by the Company's stockholders at the Annual Meeting, see Description of the Equity Plan under "Proposal 3 - Approval of the Fifth Amended and Restated BGC Partners, Inc. Long Term Incentive Plan," in the Company's proxy statement for the Annual Meeting, which description is incorporated herein by reference. The description of the Equity Plan contained in the proxy statement is qualified in its entirety by reference to the full text of the Equity Plan, as amended and restated, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The following matters were voted upon at the Annual Meeting:

(1) The election of six directors to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified; (2) The approval, on an advisory basis, of our executive compensation; and (3) The approval of the Fifth Amended and Restated BGC Partners, Inc. Long Term Incentive Plan.



For more information about the foregoing proposals, see the proxy statement for the Annual Meeting.

At the Annual Meeting, holders of Class A common stock were entitled to one vote per share, and holders of Class B common stock were entitled to 10 votes per share, and the two classes voted together as a single class on all matters submitted to a vote of stockholders. The number of votes cast for and against and the number of withheld votes, abstentions and broker non-votes with respect to each matter voted upon at the Annual Meeting are set forth below:

Proposal 1 - Election of Directors

Directors For Withheld Broker Non-Votes Howard W. Lutnick 400,855,280 22,228,757 110,662,725 John H. Dalton 386,360,917 36,723,120 110,662,725 Stephen T. Curwood 386,159,001 36,925,036 110,662,725 Albert M. Weis 386,233,591 36,850,446 110,662,725 William J. Moran 411,644,076 11,439,961 110,662,725 Linda A. Bell 411,585,613 11,498,424 110,662,725



The six nominees were elected to the Board of Directors and will serve as directors until our next annual meeting and until their respective successors are duly elected and qualified.

Proposal 2 - Approval, on an Advisory Basis, of Our Executive Compensation

For Against Abstentions Broker Non-Votes 375,540,562 46,391,285 1,152,190 110,662,725



Stockholders approved a resolution approving, on an advisory basis, our executive compensation.

Proposal 3 - Approval of the Fifth Amended and Restated BGC Partners, Inc. Long Term Incentive Plan For Against Abstentions Broker Non-Votes 372,794,351 49,116,657 1,173,029 110,662,725



Stockholders approved the Fifth Amended and Restated BGC Partners, Inc. Long Term Incentive Plan.

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ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS

(d) Exhibits Exhibit Number Description 10.1 Fifth Amended and Restated BGC Partners, Inc. Long Term Incentive Plan



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