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): July 20, 2021
GAMCO INVESTORS, INC. ET AL
(Exact name of registrant as specified in its charter)
DE | 001-14761 | 13-4007862 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
191 Mason Street Greenwich, CT | 06830 | |
(Address of principal executive offices) | (Zip code) |
Registrant's telephone number, including area code (203) 629-2726
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, $0.001 par value | GBL | New York Stock Exchange |
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 Special Meeting of Shareholders (the “Meeting”) of GAMCO Investors, Inc. (the “Company”) was held on July 20, 2021. At the Meeting, the shareholders of the Company approved an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) in order to delete the entirety of Article EIGHTH of the Charter.
As of June 18, 2021, the record date for the Meeting, the Company had outstanding 8,281,451 shares of Class A common stock (“Class A Stock”) and 19,024,117 shares of Class B Stock. The Class A Stock and Class B Stock vote together as a single class on all matters. Each share of Class A Stock is entitled to one vote per share and each share of Class B Stock is entitled to ten votes per share. Shares present or represented at the Meeting were 5,795,949 shares of Class A Stock and 18,803,272 shares of Class B Stock, constituting a quorum.
Set forth below, with respect to the matter submitted to shareholders, are the number of votes cast for or against or withheld, and the number of abstentions, broker non-votes, and uncast votes, where applicable.
Amendment to the Amended and Restated Certificate of Incorporation of the Company
VOTES FOR | VOTES AGAINST | ABSTAIN |
191,594,379 | 2,232,826 | 1,464 |
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.
GAMCO Investors, Inc.
By: /s/ Kieran Caterina
Kieran Caterina
Senior Vice President and Principal Financial Officer
Date:July 20, 2021