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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): May 26, 2021

 

 

 

FOCUS FINANCIAL PARTNERS INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-38604 47-4780811
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
     
  875 Third Avenue, 28th Floor  
  New York, NY 10022  
  (Address of principal executive offices)  
  (Zip Code)  
     
  (646) 519-2456  
  Registrant’s Telephone Number, Including Area Code  

 

 

 

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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Class A common stock, par value $0.01 per share   FOCS   Nasdaq Global Select Market

 

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. ¨

 

 

 

 

 

 

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

 

Focus Financial Partners Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 26, 2021 in New York, New York for the following purposes: (1) to elect two directors to serve as Class III directors on the Company’s board of directors until the 2024 Annual Meeting of Stockholders, or until their successors are elected and qualified, (2) to ratify the selection by the Company’s audit committee of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2021, and (3) to conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers. Each of these items is more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 15, 2021.

 

Proposal 1 — Election of Class III Directors

 

Each of the two nominees for Class III director was duly elected by the Company’s stockholders, with votes as follows:

 

Nominee  Votes For   Votes Withheld   Broker Non-Vote 
Greg S. Morganroth, MD    63,489,256    557,546    2,857,129 
Fayez S. Muhtadie    53,428,894    10,617,908    2,857,129 

 

Proposal 2 — Ratification of Selection of the Company’s Independent Registered Public Accounting Firm

 

The selection by the Company’s audit committee of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was ratified by the Company’s stockholders, with votes as follows:

 

Votes For  Votes Against   Votes Abstain   Broker Non-Vote 
66,626,447   260,511    16,973    0 

 

Proposal 3 — Advisory Vote Approving Named Executive Officer Compensation

 

The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, by the Company’s stockholders, with votes as follows:

 

Votes For   Votes Against   Votes Abstain   Broker Non-Vote 
 54,575,276    9,312,800    158,726    2,857,129 

 

 

 

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.

 

  FOCUS FINANCIAL PARTNERS INC.
     
  By: /s/ J. Russell McGranahan
    J. Russell McGranahan
    General Counsel

 

Dated: June 1, 2021