Virtus Investment Partners Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$VRTS
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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 15, 2024, shareholders of Virtus Investment Partners, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Omnibus Incentive and Equity Plan (the “Plan”) at the Company’s 2024 annual meeting of shareholders (the “Annual Meeting”). The Plan, as amended, increases the number of shares authorized for issuance by 455,000 shares.
The amended Plan is filed as Exhibit 10.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following proposals were voted on at the Annual Meeting and the results regarding each proposal are set forth below:
Item 1. Election of Directors. Shareholders elected each of the nominees for directors to hold office until the 2025 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified, or their earlier resignation or removal, as follows:
| Director | For | Against | Withheld | Broker Non-Votes | ||||||||||||||||||||||
| Timothy A. Holt | 5,459,611 | — | 412,283 | 550,281 | ||||||||||||||||||||||
| Melody L. Jones | 5,637,685 | — | 234,209 | 550,281 | ||||||||||||||||||||||
Item 2. Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 6,165,122 | 254,604 | 2,449 | — | |||||||||||||||||
Item 3. Advisory Vote on Executive Compensation. Shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 5,458,051 | 408,985 | 4,858 | 550,281 | |||||||||||||||||
Item 4. Approval of an Amendment to the Company’s Amended and Restated Omnibus Incentive and Equity Plan. Shareholders approved the amendment to the Company’s Amended and Restated Omnibus Incentive and Equity Plan to increase the number of shares available for issuance by 455,000 shares.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 5,309,897 | 559,150 | 2,847 | 550,281 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Amended and Restated Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
| VIRTUS INVESTMENT PARTNERS, INC. | ||||||||||||||
| Dated: | May 16, 2024 | By: | /s/ Andra C. Purkalitis | |||||||||||
| Name: | Andra C. Purkalitis | |||||||||||||
| Title: | Executive Vice President, Chief Legal Officer, General Counsel and Secretary | |||||||||||||