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): May 14, 2010 (May 11, 2010)
INVESTMENT TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-32722 |
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95-2848406 |
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(State or Other |
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(Commission File |
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(I.R.S. Employer |
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Jurisdiction of |
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Number) |
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Identification No.) |
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Incorporation) |
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380 Madison Avenue |
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New York, New York |
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10017 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 588-4000
Not Applicable
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of stockholders of Investment Technology Group, Inc. (the “Company”) held on May 11, 2010, the Company’s stockholders approved an amendment to the Company’s 2007 Omnibus Equity Compensation Plan (the “Plan”) to increase by 1,900,000 shares the number of shares of common stock reserved and available for issuance under the Plan.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on May 11, 2010. The stockholders elected all of the Company’s nominees for director, ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year 2010 and approved an increase in the number of shares reserved and available for issuance under the Plan. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.
Election of Directors:
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Name of Director |
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Shares For |
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Shares Withheld |
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Broker Non-Votes |
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J. William Burdett |
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37,134,640 |
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452,275 |
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2,929,091 |
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Christopher V. Dodds |
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37,084,768 |
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502,147 |
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2,929,091 |
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Robert C. Gasser |
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37,294,356 |
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292,559 |
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2,929,091 |
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Timothy L. Jones |
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37,415,310 |
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171,605 |
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2,929,091 |
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Kevin J.P. O’Hara |
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37,289,450 |
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297,465 |
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2,929,091 |
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Maureen O’Hara |
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37,047,219 |
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539,696 |
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2,929,091 |
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Steven S. Wood |
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37,194,302 |
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392,613 |
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2,929,091 |
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Ratification of the appointment of KPMG LLP as our independent auditors for the 2010 fiscal year:
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Shares For |
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Shares Against |
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Shares Abstain |
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39,975,295 |
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530,875 |
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9,836 |
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Approval of an increase in the number of shares reserved and available for issuance under the Company’s 2007 Omnibus Equity Compensation Plan:
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Shares For |
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Shares Against |
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Shares Abstain |
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Broker Non-Votes |
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31,523,780 |
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6,052,606 |
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10,529 |
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2,929,091 |
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SIGNATURE
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 hereunto duly authorized.
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INVESTMENT TECHNOLOGY GROUP, INC. |
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By: |
/s/ P. Mats Goebels |
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P. Mats Goebels |
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Managing Director, General Counsel and Duly Authorized Signatory of Registrant |
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Dated: May 14, 2010 |
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