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, 2022
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 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on May 26, 2022 in West Palm Beach, Florida for the following purposes: (1) to elect three directors to serve as Class I directors on the Company’s board of directors until the 2025 Annual Meeting of Stockholders, or until their successors are elected and qualified, (2) to ratify the selection by the Company’s audit and risk committee of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2022, 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 14, 2022.
Proposal 1 — Election of Class I Directors
Each of the three nominees for Class I director was duly elected by the Company’s stockholders, with votes as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Vote | |||||||||
| Ruediger Adolf | 59,782,218 | 11,231,691 | 2,130,452 | |||||||||
| James D. Carey | 58,269,026 | 12,744,883 | 2,130,452 | |||||||||
| Elizabeth R. Neuhoff | 70,958,739 | 55,170 | 2,130,452 | |||||||||
Proposal 2 — Ratification of Selection of the Company’s Independent Registered Public Accounting Firm
The selection by the Company’s audit and risk committee of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified by the Company’s stockholders, with votes as follows:
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||||||||||
| 72,775,413 | 366,323 | 2,625 | 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 | |||||||||||
| 55,359,527 | 15,648,903 | 5,479 | 2,130,452 | |||||||||||
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, 2022