8-K 1 form8k.htm 8-K

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 9, 2018
 
ASSOCIATED CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
1-37387
47-3965991
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
     
One Corporate Center, Rye, NY
 
10580
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code (203) 629-9595

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 (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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).

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.

The annual meeting of shareholders of Associated Capital Group, Inc. (“AC”) was held on May 8, 2018. At the annual meeting: (1) eight persons were elected to serve as directors of AC; (2) the appointment of Deloitte & Touche LLP as AC's independent registered public accounting firm for the year ending December 31, 2018 was ratified; and (3) an advisory vote was held on the named executive compensation.

Set forth below, with respect to each of the matters submitted to shareholders, are the number of votes cast for or against or withheld, and the number of abstentions and broker non-votes, where applicable.

(1)
Election of Directors:

 
NOMINEE
 
VOTES
FOR
   
VOTES
WITHHELD
   
BROKER
NON-VOTES
 
Richard L. Bready
   
187,704,849
     
43,275
     
795,361
 
Marc Gabelli
   
187,656,474
     
91,650
     
795,361
 
Mario J. Gabelli
   
185,914,892
     
1,833,232
     
795,361
 
Douglas R. Jamieson
   
187,704,727
     
43,397
     
795,361
 
Daniel R. Lee
   
187,699,702
     
48,422
     
795,361
 
Bruce M. Lisman
   
187,699,143
     
48,981
     
795,361
 
Frederic V. Salerno
   
187,698,436
     
49,688
     
795,361
 
Salvatore F. Sodano
   
187,705,408
     
42,716
     
795,361
 

(2)
The ratification of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2018:

VOTES
FOR
   
VOTES
AGAINST
   
ABSTAINED
   
BROKER
NON-VOTES
 
 
188,541,441
     
2,044
     
0
     
0
 
 
(3)
An advisory vote on named executive officer compensation:
 
VOTES
FOR
   
VOTES
AGAINST
   
ABSTAINED
   
BROKER
NON-VOTES
 
 
187,587,973
     
155,065
     
5,086
     
795,361
 
 

SIGNATURE

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.

Associated Capital Group, Inc.

By: /s/ Francis J. Conroy

Francis J. Conroy
Interim Chief Financial Officer

Date: May 9, 2018