Virtu Financial Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$VIRT
Investment Bankers/Brokers/Service
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 2, 2025
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices)
(212 ) 418-0100
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(Former name or former address, if changed since last report)
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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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Securities registered pursuant to Section 12(b) of the Act:
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The | ||||||||||||||
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2025, Virtu Financial, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “2025 Annual Meeting”). The following items were voted upon by stockholders at the 2025 Annual Meeting:
1. Each of the director nominees listed below was elected a Class I director of the Company to act in accordance with the amended and restated bylaws of the Company for a term of three years expiring at the annual meeting of stockholders to be held in 2028 and until such director's successor has been duly elected and qualified. The votes for the election of directors are set forth below:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| William F. Cruger, Jr. | 667,807,261 | 7,307,318 | 8,472,166 | |||||||||||||||||
| Christopher C. Quick | 640,567,021 | 34,547,558 | 8,472,166 | |||||||||||||||||
| Vincent Viola | 640,826,473 | 34,288,106 | 8,472,166 | |||||||||||||||||
2. The compensation of the Company’s named executive officers was approved, on an advisory basis. The advisory votes are set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 672,401,666 | 2,528,434 | 184,479 | 8,472,166 | |||||||||||||||||
3. The one-year frequency of future advisory votes on executive compensation was approved, on an advisory basis. The advisory votes are set forth below:
| 1-year | 2-year | 3-year | Abstain | |||||||||||||||||
| 673,057,520 | 75,709 | 1,959,389 | 21,961 | |||||||||||||||||
Consistent with the Company’s prior practice and with the results of the foregoing advisory vote, the Company has determined that it will continue to hold an advisory vote on executive compensation every year.
4. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified. The votes for the ratification of the appointment of PricewaterhouseCoopers LLP are set forth below:
| For | Against | Abstain | ||||||||||||
| 683,269,090 | 291,491 | 26,164 | ||||||||||||
5. The proposal to adopt the Virtu Financial Inc., Second Amended and Restated 2015 Management Incentive Plan to increase the number of shares authorized for issuance thereunder, extend the expiration date thereof and remove certain provisions related to Section 162(m) of the Code that are no longer applicable, was approved.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 667,600,830 | 7,471,808 | 41,941 | 8,472,166 | |||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| VIRTU FINANCIAL, INC. | |||||||||||
| By: | /s/ JUSTIN WALDIE | ||||||||||
| Name: | Justin Waldie | ||||||||||
| Title: | Senior Vice President, Secretary and General Counsel | ||||||||||
Dated: June 3, 2025
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