Document


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 24, 2016
 
 
PZENA INVESTMENT MANAGEMENT, INC.
 
 
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware
 
001-33761
 
20-8999751
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
 
 
320 Park Avenue, 8th Floor, New York, New York
10022
(Address of Principal Executive Offices)
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:
 
o Written communications pursuant to Rule 425 under the Securities Act.
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.













ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 The Annual Meeting of Stockholders of Pzena Investment Management, Inc. was held in New York, New York on May 24, 2016. 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 2017 Annual Meeting of Stockholders of the Company:

Director
 
Class A
Shares
“For”
 
Class B
Shares
“For”
 
Class A
Shares
“Withheld”
 
Class B
Shares
“Withheld”
 
Richard S. Pzena
 
8,786,425

 
235,316,695

 
206,930

 
0
 
John P. Goetz
 
8,518,366

 
235,316,695

 
474,989

 
0
 
William L. Lipsey
 
8,513,366

 
235,316,695

 
479,989

 
0
 
Steven M. Galbraith
 
8,292,556

 
235,316,695

 
700,799

 
0
 
Joel M. Greenblatt
 
8,258,150

 
235,316,695

 
735,205

 
0
 
Richard P. Meyerowich
 
8,294,407

 
235,316,695

 
698,948

 
0
 
Charles D. Johnston
 
8,292,352

 
235,316,695

 
701,003

 
0
 


Proposal 2: Ratification of Independent Auditors. The stockholders voted to ratify the appointment of KPMG LLP as independent auditors for the Company for its fiscal year ending December 31, 2016. Voting was as follows:

 
 
FOR

 
AGAINST

 
ABSTAIN

Class A common stock
 
12,143,689

 
3,987

 
53,365

Class B common stock
 
235,316,695

 
0

 
0





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.
 
 
 
 
 
Pzena Investment Management, Inc.
 
 
 
 
 
Dated: May 27, 2016
By:
/s/Joan Berger
 
 
 
Name: Joan Berger
 
 
 
Title: General Counsel