UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 1, 2020 

 

 

JMP Group LLC

(Exact Name of Registrant as Specified in Charter) 

 

 

Delaware

 

001-36802

 

47-1632931

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

600 Montgomery Street, Suite 1100, San Francisco, California 94111

(Address of Principal Executive Offices, including zip code)

 

415-835-8900

(Registrant’s Telephone Number, Including Area Code)

(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:

 

 

☐

Written communication 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)
     
  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  ☐ Pre-commencement communication 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 (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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Shares representing limited liability company interests in JMP Group LLC

JMP

New York Stock Exchange

JMP Group LLC 6.875% Senior Notes due 2029

JMPNZ

The NASDAQ Global Market

JMP Group Inc. 7.25% Senior Notes due 2027

JMPNL

The NASDAQ Global Market

 

 
 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 1, 2020, JMP Group LLC (the “Company”) held its annual meeting of the shareholders (the “Annual Meeting”). The proxy statement and solicitation pertaining to the Annual Meeting were previously filed with the Securities and Exchange Commission. Shares eligible to vote were 19,577,400 at the record date of April 9, 2020. At the Annual Meeting, the shareholders (i) elected all nine nominees for the board of directors (which directors shall serve until the next annual meeting of shareholders); (ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (iii) approved, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

 

The number of votes cast for or against, and the number of withheld and total broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

 

Proposal 1.

Election of directors.

 

Nominee

 

For

 

Against

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

 

 

Joseph A. Jolson

 

10,974,377

 

0

 

125,346

 

2,456,125

Craig R. Johnson

 

10,862,703

 

0

 

237,020

 

2,456,125

Carter D. Mack

 

10,797,091

 

0

 

302,632

 

2,456,125

Mark L. Lehmann

 

10,944,000

 

0

 

155,723

 

2,456,125

Glenn H. Tongue

 

10,750,689

 

0

 

349,034

 

2,456,125

Kenneth M. Karmin

 

10,767,566

 

0

 

322,157

 

2,456,125

H. Mark Lunenburg

 

10,839,241

 

0

 

260,482

 

2,456,125

David M. DiPietro

 

10,767,766

 

0

 

331,957

 

2,456,125

Jonathan M. Orszag

 

10,638,362

 

0

 

461,361

 

2,456,125

 

The following matters were approved by the votes indicated:

 

Proposal 2.

Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

 

For

 

Against

 

Abstain

 

Broker Non-votes

13,504,612

 

40,859

 

10,377

 

*

 

------------------------

* Not applicable

 

Proposal 3.

Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

 

For

 

Against

 

Abstain

 

Broker Non-votes

10,825,152

 

254,683

 

19,888

 

2,456,125

 

 
 

 

Signature(s)

 

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.

 

 

JMP Group LLC

 

 

 

 

 

 

 

 

 

Date: June 1, 2020

By:

/s/ Walter Conroy

 

 

 

Walter Conroy

 

 

 

Chief Legal Officer

 

 

 
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