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 21, 2019
PZENA INVESTMENT MANAGEMENT, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-33761 |
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20-8999751 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
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320 Park Avenue, New York, New York |
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10022 |
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(Address of Principal Executive Offices) |
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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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act. |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐
The Annual Meeting of Stockholders of Pzena Investment Management, Inc. was held in New York, New York on May 21, 2019. 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 2020 Annual Meeting of Stockholders of the Company:
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Director |
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Class A Shares “For” |
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Class B Shares “For” |
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Class A Shares “Withheld” |
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Class B Shares “Withheld” |
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Richard S. Pzena |
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9,342,073 |
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236,812,545 |
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556,807 |
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0 |
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John P. Goetz |
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9,110,014 |
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236,812,545 |
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788,866 |
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0 |
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William L. Lipsey |
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9,110,014 |
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236,812,545 |
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788,866 |
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0 |
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Steven M. Galbraith |
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9,239,414 |
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236,812,545 |
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659,466 |
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0 |
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Joel M. Greenblatt |
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9,215,889 |
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236,812,545 |
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682,991 |
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0 |
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Richard P. Meyerowich |
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9,244,043 |
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236,812,545 |
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654,837 |
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0 |
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Charles D. Johnston |
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6,691,668 |
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236,812,545 |
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3,207,212 |
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0 |
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Proposal 2: Ratification of Independent Auditors. The stockholders voted to ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for the Company for its fiscal year ending December 31, 2019. Voting was as follows:
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FOR |
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AGAINST |
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ABSTAIN |
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Class A common stock |
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13,620,023 |
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73,065 |
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1,504 |
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Class B common stock |
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236,812,545 |
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— |
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— |
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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.
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PZENA INVESTMENT MANAGEMENT, INC. |
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Dated: May 21, 2019 |
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By: |
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/s/ Joan Berger |
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Name: |
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Joan Berger |
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Title: |
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General Counsel |