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

July 2, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders

On June 27, 2014, Merriman Holdings, Inc. held its annual meeting of stockholders. Proxies were solicited from stockholders and several matters were voted on at the meeting. Stockholders of record as of the close of business on May 21, 2014 were entitled to vote. A quorum was established for the meeting, with holders of 103,309,962 shares present in person or by proxy out of a total of 131,759,125 shares, or 78.4%, of shares outstanding and entitled to vote

on the record date. Our largest stockholder and Co-Chairman, Ronald L. Chez is party to a Voting Agreement with the Company dated March 28, 2013 which provides that Mr. Chez will vote all of his shares of common stock of the Company, including stock held in his IRA, which are in excess of 24.99% of the total outstanding shares of Company common stock in the same proportion as all shares of common stock not held by Mr. Chez. This has the effect of limiting Mr. Chez' voting control to 24.99%. The Voting Agreement was filed with the Company's Current Report on Form 8-K dated March 28, 2013. Vote totals are given below both before and after giving effect to the Voting Agreement. The vote total giving effect to the Voting Agreement is the binding vote.



Proposal 1. Election of Directors

At the meeting, stockholders elected seven directors. Final voting results for each director, before giving effect to the Voting Agreement described above, are below. Proposal 1 Directors Before Giving Effect to Voting Agreement Director Candidate Votes For Votes Withheld Broker Non-Votes D. Jonathan Merriman 96,387,365 50,868 6,871,729 Ronald L. Chez 96,256,000 182,223 6,871,729 Dennis G. Schmal 96,255,954 182,279 6,871,729 William J. Febbo 96,255,954 182,279 6,871,729 Jeffrey M. Soinski 96,255,928 182,305 6,871,729 Patrick W. O'Brien 96,255,525 182,708 6,871,729 Robert Ward 96,343,314 94,919 6,871,729



Final voting results for each director, after giving effect to the Voting Agreement described above, are below.

Proposal 1 Directors After Giving Effect to Voting Agreement Director Candidate Votes For Votes Withheld Broker Non-Votes D. Jonathan Merriman 96,375,498 62,735 6,871,729 Ronald L. Chez 96,204,904 227,329 6,871,729 Dennis G. Schmal 96,210,858 227,375 6,871,729 William J. Febbo 96,210,858 227,375 6,871,729 Jeffrey M. Soinski 96,210,832 227,401 6,871,729 Patrick W. O'Brien 96,210,429 227,804 6,871,729 Robert Ward 96,319,579 118,654 6,871,729

Proposal 2. Approval of Reverse Stock Split at a Ratio of Up to 1-for-30



Stockholder voted to approve the proposal to effect a reverse stock split at a ratio of up to 1-for-30. Voting results, before giving effect to the Voting Agreement described above, are below.

Votes For Votes Against Abstain Broker Non-Votes Proposal 2 Before Giving Effect to Voting Agreement 101,434,702 1,885,206 54 0



Stockholder voted to ratify the selection of Marcum LLP as our independent registered public accounting firm for fiscal year 2014. Voting results, after giving effect to the Voting Agreement described above, are below.

Votes For Votes Against Abstain Broker Non-Votes Proposal 2 After Giving Effect to Voting Agreement 101,991,575 2,318,320 66 0

Proposal 3. Ratification of the Selection of Independent Registered Public

Accounting Firm for Fiscal Year 2014



Stockholder voted to ratify the selection of Marcum LLP as our independent registered public accounting firm for fiscal year 2014. Voting results, before giving effect to the Voting Agreement described above, are below.

Votes For Votes Against Abstain Broker Non-Votes Proposal 3 Before Giving Effect to Voting Agreement 102,351,569 448,073 510,320 0



Stockholder voted to ratify the selection of Marcum LLP as our independent registered public accounting firm for fiscal year 2014. Voting results, after giving effect to the Voting Agreement described above, are below.

Votes For Votes Against Abstain Broker Non-Votes Proposal 3 After Giving Effect to Voting Agreement 102,131,384 551,015 627,563 0



Proposal 4. Advisory, Nonbinding Vote On Executive Compensation

Stockholder voted to approve the following resolution, on an advisory, non-binding basis:

"RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company's Proxy Statement for the 2014 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission."

Voting results, before giving effect to the voting Agreement described above, are below. Broker Votes For Votes Against Abstain Non-Votes Proposal 4 Before Giving Effect to Voting Agreement 96,169,039 257,891 11,303 6,871,729 Voting results, after giving effect to the voting Agreement described above, are below. Broker Votes For Votes Against Abstain Non-Votes Proposal 4 After Giving Effect to Voting Agreement 96,105,561 317,140



13,900 6,871,729


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Source: Edgar Glimpses


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