Current Report Filing (8-k)
June 08 2020 - 4:53PM
Edgar (US Regulatory)
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
June 8, 2020 (June 5, 2020)
Date of Report (Date of earliest event
reported)
GAIN CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified
in its charter)
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Delaware
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001-35008
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20-4568600
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(State of Incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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Bedminster One
135 Route 202/206
Bedminster, New Jersey 07921
(Address of Principal Executive Offices)
(908) 731-0700
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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Common Stock, $0.00001
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GCAP
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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 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
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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. p
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 5, 2020, GAIN Capital Holdings,
Inc., a Delaware corporation (“GAIN”) held a special meeting of stockholders (the “Special Meeting”). The
purpose of the Special Meeting was for its stockholders to consider and vote on the proposals identified in GAIN’s definitive
proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 1, 2020
(the “Proxy Statement”). The Proxy Statement was filed in connection with the previously announced Agreement and Plan
of Merger, dated as of February 26, 2020 (the “Merger Agreement”) with INTL FCStone Inc., a Delaware corporation (“INTL”)
and Golf Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of INTL (“Merger Sub”).
As of the close of business on April 23,
2020, the record date for the Special Meeting, there were 37,803,516 shares of GAIN’s common stock issued and outstanding.
At the Special Meeting, a total of 31,437,476 shares of GAIN’s common stock, representing approximately 83.16% of its
common stock issued and outstanding, were present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, GAIN’s stockholders
considered and voted upon the proposals described below, each of which is further described in the Proxy Statement. The final voting
results for each proposal are set forth below.
Proposal One. Adoption of the Merger Agreement (the “Merger
Proposal”):
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Number
of Shares
Voted For
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Number of
Shares Voted
Against
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Number of
Shares
Abstaining
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Number of
Broker
Non-Votes
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26,917,228
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4,507,322
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12,926
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N/A
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Proposal Two. Approval, by non-binding, advisory vote, of certain
compensation arrangements for Registrant’s named executive officers in connection with the Merger:
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Number
of Shares
Voted For
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Number of
Shares Voted
Against
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Number of
Shares
Abstaining
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Number of
Broker
Non-Votes
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27,047,954
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4,165,997
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223,525
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N/A
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Proposal Three. Adjournment or postponement of the Special Meeting,
if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal:
Because there were sufficient votes at the Special Meeting
to approve the Merger Proposal, GAIN’s stockholders were not asked to vote with respect to this third proposal at the Special
Meeting.
Item 8.01. Other Events.
On June 5, 2020, Registrant issued a news
release announcing the results of the stockholder vote at the Special Meeting. A copy of the news release is filed as Exhibit 99.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Forward-Looking Statements
In addition to historical information, this
communication contains "forward-looking" statements including, but not limited to, GAIN management's expectations for
the future. All statements other than statements of historical or current fact
included in this communication that address
activities, events, conditions or developments that we expect, believe or anticipate will or may occur in the future are forward-looking
statements. A variety of important factors could cause results to differ materially from such statements. These factors are noted
throughout GAIN's annual report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 16, 2020, and
include, but are not limited to, the actions of both current and potential new competitors, fluctuations in market trading volumes,
financial market volatility, evolving industry regulations, errors or malfunctions in GAIN’s systems or technology, rapid
changes in technology, effects of inflation, customer trading patterns, the success of our products and service offerings, our
ability to continue to innovate and meet the demands of our customers for new or enhanced products, our ability to successfully
integrate assets and companies we have acquired, our ability to effectively compete, changes in tax policy or accounting rules,
fluctuations in foreign exchange rates and commodity prices, adverse changes or volatility in interest rates, the risk that our
stockholders may not adopt the Merger Agreement, the risk that the necessary regulatory approvals may not be obtained or may be
obtained subject to conditions that are not anticipated, risks that any of the closing conditions to the proposed Merger may not
be satisfied in a timely manner, as well as general economic, business, credit and financial market conditions, internationally
or nationally, and our ability to continue paying a quarterly dividend in light of future financial performance and financing
needs. The forward-looking statements included herein represent GAIN’s views as of the date of this communication. GAIN
undertakes no obligation to revise or update publicly any forward-looking statement for any reason unless required by law.
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 thereunto duly authorized.
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GAIN CAPITAL HOLDINGS
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By:
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/s/ Diego
Rotsztain
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Diego Rotsztain
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General Counsel and Secretary
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Date: June 8, 2020 GAIN Capital Holdings, Inc.
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