Westwood Holdings Group Inc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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): April 30, 2025
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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.
As previously announced and as further described under Item 5.07, on April 30, 2025, Westwood Holdings Group, Inc. (the “Company”) virtually held its annual meeting of stockholders (the “Annual Meeting”).
The Company’s stockholders approved the Eleventh Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (the “Incentive Plan”). The material revisions included:
•Increase the total number of shares currently authorized under the Incentive Plan by 200,000 shares.
The Incentive Plan was included as Appendix A to the Definitive Proxy Statement filed with the SEC on March 12, 2025.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following Proposals 1, 2, 3 and 4 were approved by the Company’s stockholders. No other business was brought before the Annual Meeting. The Proposals are described in detail in the Company’s definitive proxy statement filed with the SEC on March 12, 2025. The voting results for the Annual Meeting are set forth below.
(a)Proposal 1: The stockholders elected the directors listed below to hold office until the next annual meeting and until their respective successors shall have been duly elected and qualified. The voting results for this Proposal 1 were as follows:
| Nominee | For | Against | Abstain | Broker Non-Vote | |||||||||||||||||||
| Brian O. Casey | 7,027,969 | 296,380 | 6,164 | 613,065 | |||||||||||||||||||
| Ellen H. Masterson | 7,011,389 | 314,994 | 4,130 | 613,065 | |||||||||||||||||||
| Geoffrey R. Norman | 6,970,279 | 355,073 | 5,161 | 613,065 | |||||||||||||||||||
| Randy A. Bowman | 6,995,907 | 328,445 | 6,161 | 613,065 | |||||||||||||||||||
| J. Hale Hoak | 7,168,227 | 157,124 | 5,162 | 613,065 | |||||||||||||||||||
| Katherine Murray | 7,166,355 | 158,993 | 5,165 | 613,065 | |||||||||||||||||||
(b)Proposal 2: The stockholders ratified BDO USA, P.C. as the Company’s independent auditors for the year ending December 31, 2025. The voting results for this Proposal 2 were as follows:
| For | Against | Abstain | ||||||||||||
| 7,671,752 | 76,447 | 195,349 | ||||||||||||
(c)Proposal 3: The stockholders approved the Eleventh Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan. The voting results for this Proposal 3 were as follows:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 4,594,356 | 2,727,420 | 8,737 | 613,065 | |||||||||||||||||
(d) Proposal 4: The stockholders approved, on a non-binding, advisory basis, the Company's executive compensation. The voting results for this Proposal 4 were as follows:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 6,862,241 | 410,692 | 57,580 | 613,065 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 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.
| WESTWOOD HOLDINGS GROUP, INC. | ||||||||||||||||||||
| Date: May 5, 2025 | /s/ Brian O. Casey | |||||||||||||||||||
| Brian O. Casey | ||||||||||||||||||||
| Chief Executive Officer | ||||||||||||||||||||