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GAIN CAPITAL HOLDINGS, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

July 1, 2014



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

GAIN Capital Holdings, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders (the "Annual Meeting") via webcast on Wednesday, June 25, 2014. At the Annual Meeting, the following matters were submitted to a vote of stockholders:

the election of three (3) Class I directors to serve until the Company's 2017 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified; the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014; and an advisory vote to approve the Company's named executive officer compensation.



At the close of business on May 5, 2014, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 40,132,569 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. The holders of 23,860,025 shares of the Company's common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.

The following are the voting results on each matter submitted to the Company's stockholders. At the Annual Meeting, each of the nominees for election as a Class I director was elected, the appointment of Deloitte & Touche LLP as the Company's independent public accounting firm for the year ended December 31, 2014 was ratified and the Company's named executive officer compensation was approved.

Proposal 1. Election of three (3) Class I Directors

BROKER FOR AGAINST ABSTAIN NON-VOTES Peter Quick 14,118,973 5,861,970 57,502 3,821,580 Glenn Stevens 14,605,071 5,375,872 57,502 3,821,580 Thomas Bevilacqua 14,592,975 5,387,968 57,502 3,821,580 Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm BROKER FOR AGAINST ABSTAIN NON-VOTES 23,680,652 90,473 88,900 -



Proposal 3. Advisory Approval of Named Executive Officer Compensation

BROKER FOR AGAINST ABSTAIN NON-VOTES 16,015,803 3,961,725 60,917 3,821,580



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Source: Edgar Glimpses


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