Current Report Filing (8-k)
April 30 2020 - 6:46AM
Edgar (US Regulatory)
0001052100
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0001052100
2020-04-28
2020-04-29
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iso4217:USD
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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):
April 29, 2020
WADDELL & REED FINANCIAL, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-13913
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51-0261715
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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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6300 Lamar Avenue
Overland Park, Kansas 66202
(Address of Principal Executive Offices)
(Zip Code)
() 236-2000
(Registrant’s telephone number, including
area code)
(Registrant’s 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 (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))
Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, $.01 par value
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WDR
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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 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. ¨
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ITEM 5.02:
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
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Director Retirement
On April 29, 2020,
Alan W. Kosloff retired from the Board of Directors of Waddell & Reed Financial, Inc. (the “Company”), after reaching
the mandatory retirement age set forth in the Company’s Corporate Governance Guidelines.
Stockholder Incentive
Plan
At the 2020 annual meeting of stockholders
of the “Company held on April 29, 2020 (the “Annual Meeting”), the Company’s stockholders approved the
Waddell & Reed Financial, Inc. Stock Incentive Plan, as amended and restated (the “Stock Incentive Plan”), including
an increase to the number of shares available for awards by 4.8 million shares.
A description of the material terms of
the Stock Incentive Plan is set forth under the heading “Proposal 3 to Approve the Waddell & Reed Financial, Inc. Stock
Incentive Plan, as amended and restated” in the Company’s proxy statement filed with the Securities and Exchange Commission
on March 6, 2020, which description is hereby incorporated by reference. In addition, a copy of the Stock Incentive Plan is included
with this Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing summary is qualified in its entirety
by reference to the terms and provisions of the Stock Incentive Plan.
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ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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On April 29, 2020,
the Company held its 2020 Annual Meeting of Stockholders. The matters listed below were submitted to a vote of the stockholders
through the solicitation of proxies, and the proposals are described in detail in the Company's Proxy Statement filed with the
SEC on March 6, 2020. The results of the stockholder vote are as follows:
Proposal 1 – Election of Directors
The following individuals
were elected to serve as Class I directors to hold office until the 2023 Annual Meeting of Stockholders or until their respective
successors are duly elected and qualified, or their earlier resignation or removal.
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Nominee
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For
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Withheld
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Non-Votes
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Sharilyn S. Gasaway
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53,784,796
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1,331,583
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5,502,008
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Katherine M.A. (“Allie”) Kline
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54,406,819
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709,560
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5,502,008
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Jerry W. Walton
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53,141,178
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1,975,200
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5,502,008
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Proposal 2 – Advisory Vote on Named
Executive Officer Compensation
The stockholders approved, on an advisory
basis, the compensation paid to the Company's named executive officers.
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For
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Against
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Abstain
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Non-Votes
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48,471,000
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6,494,601
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150,778
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5,502,008
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Proposal 3 – Approval of the Waddell
& Reed Financial, Inc. Stock Incentive Plan, as Amended and Restated
The stockholders approved the Stock Incentive
Plan.
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For
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Against
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Abstain
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Non-Votes
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47,901,741
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7,090,648
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123,989
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5,502,008
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Proposal 4 – Ratification of KPMG
LLP as the Company's Independent Registered Public Accounting Firm
The stockholders ratified
the appointment of KPMG LLP to serve as the Company's independent registered public accounting firm for the 2020 fiscal year.
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For
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Against
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Abstain
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Non-Votes
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58,411,582
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1,994,286
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212,518
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0
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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WADDELL & REED FINANCIAL, INC.
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Date: April 30, 2020
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By:
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/s/ Mark P. Buyle
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Senior Vice President, Chief Legal Officer, General
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Counsel and Secretary
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