Current Report Filing (8-k)
January 15 2020 - 12:20PM
Edgar (US Regulatory)
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): January 9, 2020
EATON
VANCE CORP.
(Exact
name of registrant as specified in its charter)
Maryland
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1 – 8100
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04-2718215
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Two International Place, Boston, Massachusetts
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02110
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (617) 482-8260
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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)
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[_]
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
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(17 CFR 240.14d-2(b))
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[_]
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
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(17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Non-Voting Common Stock, $0.00390625 par value
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EV
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New York Stock Exchange
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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. [_]
INFORMATION INCLUDED IN THE REPORT
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Item 3.02
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Unregistered Sales of Equity Securities.
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On January 14, 2020, Eaton Vance Corp.
(the “Company”) sold a total of 55,708 shares of its Voting Common Stock (“Shares”) in private transactions
to four officers of indirect, wholly-owned subsidiaries of the Company, for aggregate cash consideration of $581,034.44.
The Company claims an exemption from
registration under the Securities Act of 1933, as amended (“Act”), in reliance upon Section 4(a)(2) of the Act. The
purchasers of the Shares immediately deposited the Shares in a voting trust (“Voting Trust”) and received voting trust
receipts (“Receipts”) therefore. All of the shares of other outstanding Voting Common Stock of the Company have also
been deposited in the Voting Trust, and all of the 26 holders of such Common Stock and of the Shares are employees of the Company
or its subsidiaries and are trustees under the Voting Trust. Under Article Seventh of the Company’s Articles of Incorporation,
as amended, Voting Common Stock (including the Shares) may not be transferred without first being offered for sale to the Company
at book value, and upon a Shareholder’s death or cessation as an employee of the Company or any of its subsidiaries, the
Voting Common Stock must be offered for sale to the Company at book value. The Receipts may not be transferred without the consent
of a majority of the Voting Trust’s trustees, and upon a Receipt holder’s death or cessation as an employee of the
Company or any of its subsidiaries, the Shares represented by his or her Receipts may be purchased by the Company at book value.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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An annual meeting of the holders of Voting
Common Stock (the “Voting Stockholders”) of the Company was held on January 9, 2020. All of the 422,935 outstanding
shares of the Company’s Voting Common Stock were represented in person or by proxy at the meeting.
The following matters received the affirmative
vote of all of the outstanding Voting Common Stock and were approved:
-
The minutes of the previous annual meeting of Voting Stockholders
held on January 10, 2019.
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The annual report to shareholders of the Company for the fiscal
year ended October 31, 2019.
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The election of the following individuals as directors to hold
office until the next annual meeting and until their successors are elected and qualify:
Ann E. Berman
Thomas E. Faust Jr.
Leo I. Higdon, Jr.
Paula A. Johnson
Brian D. Langstraat
Dorothy E. Puhy
Winthrop H. Smith, Jr.
Richard A. Spillane, Jr.
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The selection of the firm Deloitte & Touche LLP as the independent
registered public accounting firm of the Company for its fiscal year ending October 31, 2020.
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The ratification of the acts of the Board of Directors since the
previous annual meeting of Voting Stockholders held on January 10, 2019.
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.
EATON VANCE CORP.
(Registrant)
Date: January 15, 2020 /s/ Laurie G. Hylton
Laurie G. Hylton, Chief Financial Officer
Eaton Vance (NYSE:EV)
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