may132014-8-k


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 13, 2014
 
 
PZENA INVESTMENT MANAGEMENT, INC.
 
 
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware
 
001-33761
 
20-8999751
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
 
 
120 West 45th Street, New York, New York
10036
(Address of Principal Executive Offices)
Zip Code
 
 
 
Registrant’s Telephone Number, Including Area Code: (212) 355-1600
 
 
 
 
 
(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:
 
o Written communications pursuant to Rule 425 under the Securities Act.
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.














ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 The Annual Meeting of Stockholders of Pzena Investment Management, Inc. was held in New York, New York on May 13, 2014. At that meeting, the stockholders considered and acted upon the following proposals:

Proposal 1: Election of Directors. By the vote reflected below, the stockholders elected the following individuals as directors to hold office until the 2015 Annual Meeting of Stockholders of the Company:

Director
 
Class A
Shares
“For”
 
Class B
Shares
“For”
 
Class A
Shares
“Withheld”
 
Class B
Shares
“Withheld”
 
Richard S. Pzena
 
7,755,511

 
221,809,270

 
315,468

 
0
 
John P. Goetz
 
7,549,596

 
221,809,270

 
521,383

 
0
 
William L. Lipsey
 
7,549,596

 
221,809,270

 
521,383

 
0
 
Steven M. Galbraith
 
7,639,407

 
221,809,270

 
431,572

 
0
 
Joel M. Greenblatt
 
6,970,208

 
221,809,270

 
1,100,771

 
0
 
Richard P. Meyerowich
 
7,639,235

 
221,809,270

 
431,744

 
0
 
Charles D. Johnston
 
7,863,474

 
221,809,270

 
207,505

 
0
 


Proposal 2: Ratification of Independent Auditors. The stockholders voted to ratify the appointment of KPMG LLP as independent auditors for the Company for its fiscal year ending December 31, 2014. Voting was as follows:

 
 
FOR

 
AGAINST

 
ABSTAIN

Class A common stock
 
10,513,424

 
5,911

 
41,431

Class B common stock
 
221,809,270

 
0

 
0


Proposal 3: Advisory Vote Approving Executive Compensation. By the vote reflected below, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, including the Compensation Discussion and Analysis section, the accompanying compensation tables, and the related narrative disclosure as set forth in the Company’s 2014 Proxy Statement:

 
 
FOR
 
AGAINST
 
ABSTAIN
Class A common stock
 
7,755,509

 
105,764

 
209,706

Class B common stock
 
221,809,270

 
0

 
0








SIGNATURES
 

 
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.
 
 
 
 
 
 
Pzena Investment Management, Inc.
 
 
 
 
 
Dated: May 13, 2014
By:
/s/Joan Berger
 
 
 
Name: Joan Berger
 
 
 
Title: General Counsel