form8k050713vote.htm


 
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 7, 2013
 
 
GAMCO INVESTORS, INC.
(Exact name of registrant as specified in its charter)
 
New York
 
1-14761
 
13-4007862
(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     (914) 921-5000


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))

 
 
 

 

     
Item 5.07
 
Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of GAMCO Investors, Inc. (“GAMCO”) was held on May 7, 2013.  At the annual meeting: (1) seven persons were elected to serve as directors of GAMCO; (2) the appointment of Deloitte & Touche LLP as GAMCO’s independent registered public accounting firm for the year ending December 31, 2013 was ratified; and (3) holders of GAMCO’s Class A Common Stock cast an advisory vote on whether GAMCO’s Board of Directors should consider the conversion and reclassification of the Class B Common Stock into Class A Common Stock at a ratio in the range between 1.15 to 1.25 shares of Class A Common Stock for each share of Class B Common Stock

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.

   
VOTES FOR
   
VOTES WITHHELD
   
BROKER NON-VOTES
 
(1) Election of Directors
                 
NOMINEE
                 
Edwin L. Artzt
    192,955,614       32,124       2,655,412  
Raymond C. Avansino, Jr.
    192,090,080       897,658       2,655,412  
Richard L. Bready
    192,002,666       985,072       2,655,412  
Mario J. Gabelli
    191,913,150       1,074,588       2,655,412  
Eugene R. McGrath
    192,874,839       112,899       2,655,412  
Robert S. Prather, Jr.
    192,045,938       941,800       2,655,412  
Elisa M. Wilson
    191,918,224       1,069,514       2,655,412  
                         


   
VOTES FOR
   
VOTES AGAINST
   
ABSTAINED
   
BROKER
NON VOTES
 
(2) Ratification of independent registered public accounting firm
    195,540,201       89,980       12,969       -0-  
                                 
(3) Board of Director consideration of the conversion and reclassification of the Class B Common Stock into Class A Common Stock at a ratio in the range between 1.15 to 1.25 shares of Class A Common Stock for each share of Class B Common Stock
    2,059,294       477,392       360,682       2,655,412  

GAMCO has reason to believe that a major beneficial holder of Class A shares which are held through a nominee attempted to vote some or all of such shares, through an electronic system, “For” Proposals 1 and 2 and “Abstain” on Proposal 3, but this atempted vote was not implemented; instead, those Class A shares are included in the broker non-vote totals shown above.
 
 
 

 
 
 
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.
 

GAMCO Investors, Inc.
     
By:
 
/s/ Robert S. Zuccaro
   
      Robert S. Zuccaro
      Executive Vice-President and
      Chief Financial Officer
 
Date:
 
May 13, 2013