BrightSphere Investment Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Investment Managers
Finance
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): June 6, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(617 ) 369-7300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2024, BrightSphere Investment Group Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual meeting format. As of April 17, 2024, the record date for the Annual Meeting, the Company had 37,858,041 shares of common stock, par value $0.001 per share, issued and outstanding and entitled to vote at the Annual Meeting. Of these shares, 34,718,537 were present or represented by proxy at the Annual Meeting. A quorum was present for the transaction of business at the Annual Meeting. At the Annual Meeting, the Company’s stockholders considered and acted upon the following proposals:
1. Election of Directors. The stockholders elected the following individuals to serve as directors until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The table below sets forth the voting results for each director:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||||
| Robert J. Chersi | 33,029,062 | 1,225,311 | 8,559 | 455,605 | |||||||||||||||||||||||||
| Andrew Kim | 28,317,905 | 5,936,468 | 8,559 | 455,605 | |||||||||||||||||||||||||
| John Paulson | 24,732,475 | 8,769,663 | 760,794 | 455,605 | |||||||||||||||||||||||||
| Barbara Trebbi | 33,036,324 | 1,218,077 | 8,531 | 455,605 | |||||||||||||||||||||||||
| Suren Rana | 34,015,119 | 238,999 | 8,814 | 455,605 | |||||||||||||||||||||||||
2. Ratification of Independent Registered Public Accounting Firm. The stockholders voted to ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The table below sets forth the voting results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| 34,349,346 | 357,076 | 12,115 | — | ||||||||||||||||||||
3. Advisory Vote on Executive Compensation. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Company’s 2024 proxy statement (the “Proxy Statement”), including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in the Proxy Statement. The table below sets forth the voting results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| 33,872,157 | 382,337 | 8,438 | 455,605 | ||||||||||||||||||||
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this form to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: | June 10, 2024 | BRIGHTSPHERE INVESTMENT GROUP INC. | ||||||||||||
| By: | /s/ Richard J. Hart | |||||||||||||
| Name: | Richard J. Hart | |||||||||||||
| Title: | Chief Legal Officer and Secretary | |||||||||||||