News Column

SUMMIT FINANCIAL SERVICES GROUP INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 9, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders

On June 6, 2014, we held a Special Meeting of Shareholders. At the Special Meeting, our shareholders voted to approve the Agreement and Plan of Merger, dated as of November 16, 2013, as amended as of March 17, 2014, referred to as the "merger agreement," by and among RCS Capital Corporation, or "RCAP," a Delaware corporation, Dolphin Acquisition, LLC, or "Merger Sub," a Delaware limited liability company and a wholly owned subsidiary of RCAP, and Summit Financial Services Group, Inc., or "Summit," a Florida corporation, and the transactions contemplated by the merger agreement, including the merger of Merger Sub with and into Summit, referred to as the "merger." In addition, the shareholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to Summit's named executive officers in connection with the merger, and approved the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement (including the plan of merger included therein), the merger and the other transactions contemplated by the merger agreement. The following table reflects the results of the meeting:

Proposal to approve the Agreement and Plan of Merger, dated as of November 16, 2013, as amended as of March 17, 2014, referred to as the "merger agreement," by and among RCS Capital Corporation, or "RCAP," a Delaware corporation, Dolphin Acquisition, LLC, or "Merger Sub," a Delaware limited liability company and a wholly owned subsidiary of RCAP, and Summit Financial Services Group, Inc., or "Summit," a Florida corporation, and the transactions contemplated by the merger agreement, including the merger of Merger Sub with and into Summit, referred to as the "merger."

SHARES SHARES SHARES VOTED VOTED BROKER VOTED FOR AGAINST ABSTAIN NON-VOTES 15,060,592 15,016,028 36,564 8,000 0 Proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Summit's named executive officers in connection with the merger. SHARES SHARES SHARES VOTED VOTED BROKER VOTED FOR AGAINST ABSTAIN NON-VOTES 15,060,592 14,751,335 114,983 194,274 0



Proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement (including the plan of merger included therein), the merger and the other transactions contemplated by the merger agreement

SHARES SHARES SHARES VOTED VOTED BROKER VOTED FOR AGAINST ABSTAIN NON-VOTES 15,060,592 15,015,236 37,356 8,000 0



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Source: Edgar Glimpses


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