Item 5.07
Submission of Matters to a Vote of Security Holders.
Institutional Financial Markets, Inc., a Maryland corporation (the Company), held its 2017 Annual Meeting of Stockholders (the Annual Meeting) at 10:00 a.m., Eastern Daylight Time, on Wednesday, June 7, 2017, at the offices of Duane Morris LLP, located at 1540 Broadway, New York, New York 10036. The following four proposals were submitted for a vote of the Companys stockholders at the Annual Meeting:
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1.
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To elect eight directors, each to serve until the next annual meeting of the Companys stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or retirement;
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2.
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To approve the potential issuance of shares of the Companys common stock in connection with the Convertible Senior Secured Promissory Note issued by IFMI, LLC to DGC Family Fintech Trust on March 10, 2017 in the aggregate principal amount of $15,000,000, in accordance with Section 713(a) of the NYSE MKT Company Guide; and
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3.
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To ratify the appointment of Grant Thornton LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017.
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The total number of the Companys securities entitled to vote at the Annual Meeting were: 12,699,769 shares of the Companys common stock and 4,983,557 shares of the Companys Series E Voting Non-Convertible Preferred Stock (the Series E Preferred Shares). The Companys common stock and the Series E Preferred Shares vote together on all matters. Of the combined common stock and Series E Preferred Shares, 15,186,637 shares, or 85.88%, were present in person or by proxy at the Annual Meeting.
The voting results were as follows:
1.
The Companys stockholders elected Daniel G. Cohen, Thomas P. Costello, G. Steven Dawson, Jack J. DiMaio, Jr., Jack Haraburda, Diana Louise Liberto, James J. McEntee, III and Neil S. Subin, each to serve until the next annual meeting of the Companys stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or retirement. The number of votes cast for and withheld from each of the directors and the number of broker non-votes were as follows:
Nominee
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For
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Withheld
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Broker Non-Votes
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Daniel G. Cohen
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8,881,280
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1,437,217
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4,868,140
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Thomas P. Costello
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8,700,979
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1,617,518
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4,868,140
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G. Steven Dawson
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8,703,692
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1,614,805
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4,868,140
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Jack J. DiMaio, Jr.
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8,878,792
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1,439,705
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4,868,140
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Jack Haraburda
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8,894,392
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1,424,105
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4,868,140
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Diana Louise Liberto
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8,895,050
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1,423,447
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4,868,140
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James J. McEntee, III
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8,878,792
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1,439,705
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4,868,140
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Neil S. Subin
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8,703,759
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1,614,738
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4,868,140
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2.
The Companys stockholders approved the potential issuance of shares of the Companys common stock in connection with the Convertible Senior Secured Promissory Note issued by IFMI, LLC to
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DGC Family Fintech Trust on March 10, 2017 in the aggregate principal amount of $15,000,000, in accordance with Section 713(a) of the NYSE MKT Company Guide. The number of votes cast for and against the proposal and the number of abstentions and broker non-votes were as follows:
For
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Against
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Abstain
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Broker Non-Vote
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8,785,113
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1,522,174
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11,210
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4,868,140
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3.
The Companys stockholders ratified the appointment of Grant Thornton LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017. The number of votes cast for and against the proposal and the number of abstentions were as follows:
For
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Against
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Abstain
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14,148,268
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994,382
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43,987
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