gbl8k050911vote.htm


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 6, 2011
 
 
GAMCO INVESTORS, INC.
(Exact name of registrant as specified in its charter)
 
New York
 
1-14761
 
13-4007862
(State or other
jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
     
One Corporate Center, Rye, NY
     
10580
(Address of principal executive offices)
     
(Zip Code)
 
Registrant’s telephone number, including area code     (914) 921-5000


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))

 
 
 

 

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

The annual meeting of shareholders of GAMCO Investors, Inc. (“GAMCO”) was held on May 6, 2011.  At the annual meeting: (1) seven persons were elected to serve as directors of GAMCO; (2) the appointment of Deloitte & Touche LLP as GAMCO’s independent registered public accounting firm for the year ending December 31, 2011 was ratified; (3) the shareholders cast an advisory vote for the named executive officer compensation; (4) the shareholders cast an advisory vote to hold an advisory vote on the named executive officer compensation every three years; (5) the amended and restated employment agreement with Mario J. Gabelli, GAMCO’s Chairman and Chief Executive Officer, was re-approved; and (6) the holders of the GAMCO’s Class A Common Stock cast a vote that GAMCO’s Board of Directors should consider the reclassification of the Class B Common Stock into Class A Common Stock at a ratio in the range between 1.10 to 1.20 shares of Class A Common Stock for each share of Class B Common Stock.

Set forth below, with respect to both  matters submitted to shareholders, are the number of votes cast for or against, and the number of abstentions and broker non-votes, where applicable.
 
   
VOTES FOR
   
VOTES WITHHELD
   
BROKER NON-VOTES
 
(1) Election of Directors
                 
NOMINEE
                 
Edwin L. Artzt
    201,769,089       91,109       1,077,195  
Raymond C. Avansino, Jr.
    201,206,068       654,130       1,077,195  
Richard L. Bready
    201,767,488       92,710       1,077,195  
Mario J. Gabelli
    200,984,156       876,042       1,077,195  
Eugene R. McGrath
    201,797,688       62,510       1,077,195  
Robert S. Prather, Jr.
    201,738,714       121,484       1,077,195  
Elisa M. Wilson
    200,521,132       1,339,066       1,077,195  
                         


   
VOTES FOR
   
VOTES AGAINST
   
ABSTAINED
   
BROKER
NON VOTES
       
(2) Ratification of independent registered public accounting firm
    202,863,436       69,947       4,010       -0-        
 
   
VOTES FOR
   
VOTES AGAINST
   
ABSTAINED
   
BROKER
NON VOTES
       
(3) Advisory vote on named executive officer compensation
    200,502,246       1,342,782       15,170       1,077,195        
 
   
EVERY ONE YEAR
   
EVERY TWO YEARS
   
EVERY THREE YEARS
   
ABSTAINED
   
BROKER NON VOTES
 
(4) Advisory vote on the frequency of the advisory vote on the named executive officer compensation
    1,966,714       45,496       3,040,692       196,807,296       1,077,195  
 
   
VOTES FOR
   
VOTES AGAINST
   
ABSTAINED
   
BROKER
NON VOTES
         
(5) Re-approval of the amended and restated employment agreement with Mario J. Gabelli
 
 
    200,887,209       970,014       2,975       1,077,195          
 
   
VOTES FOR
   
VOTES AGAINST
   
ABSTAINED
   
BROKER
NON VOTES
         
(6) Board of Director consideration of the reclassification of the Class B Common Stock into Class A Common Stock at a ratio in the range between 1.10 to 1.20 shares of Class A Common Stock for each share of Class B Common Stock
    2,524,962       351,844       47,763       2,967,544          



GAMCO’s Board of Directors determined that GAMCO will hold  an advisory vote on the frequency of holding an advisory vote on the compensation of its named executive officers every three years  in light of the above advisory vote on this matter.


 
 

 


 
SIGNATURE
 
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.
 

GAMCO Investors, Inc.
     
By:
 
/s/ Christopher J. Michailoff
   
Christopher J. Michailoff
Secretary






Date:
 
May 9, 2011