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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) June 6, 2024

 

GCM Grosvenor Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

  001-39716   85-2226287
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(IRS Employer

Identification No.)

 

900 North Michigan Avenue

Suite 1100

Chicago, Illinois

  60611
(Address of principal executive offices)   (Zip Code)

 

(312) 506-6500

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report.)

 

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:

 

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 $0.0001 per share   GCMG   The Nasdaq Stock Market LLC
Warrants to purchase one share of Class A common stock   GCMGW   The Nasdaq Stock Market LLC

 

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.

 

On June 6, 2024, GCM Grosvenor Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, holders of the Company’s Class A common stock were entitled to one vote per share held as of the close of business on April 10, 2024 (the “Record Date”) and holders of the Company’s Class C common stock were entitled to 0.888865527 votes per share held as of the Record Date.

 

Class A common stockholders representing 37,470,978 votes and the Class C common stockholder representing 128,205,737 votes were represented online or by proxy at the Annual Meeting, representing approximately 96.75% of the combined voting power of the Company’s Class A and Class C common stock as of the Record Date. Below are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 25, 2024.

 

Proposal One. To elect Michael J. Sacks, Angela Blanton, Francesca Cornelli, Jonathan R. Levin, Stephen Malkin, Blythe Masters and Samuel C. Scott III as directors to serve until the Annual Meeting of Stockholders to be held in 2025, and until their respective successors shall have been duly elected and qualified. The results of the voting were as follows:

 

Nominee  For   Withheld   Broker
Non-Votes
 
Michael J. Sacks   150,922,761    9,817,451    4,936,503 
Angela Blanton   152,176,920    8,563,292    4,936,503 
Francesca Cornelli   152,176,920    8,563,282    4,936,503 
Jonathan R. Levin   155,672,230    5,067,982    4,936,503 
Stephen Malkin   155,673,289    5,066,923    4,936,503 
Blythe Masters   146,268,858    14,471,354    4,936,503 
Samuel C. Scott III   147,568,154    13,172,058    4,936,503 

 

Proposal Two. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the voting were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 147,818,301    17,829,302    29,112    0 

 

Proposal Three. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The results of the voting were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 142,641,690    13,349,012    4,749,510    4,936,503 

 

Proposal Four. To approve, on an advisory (non-binding) basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. The results of the voting were as follows:

 

Three Years   Two Years   One Year   Abstain   Broker Non-Votes 
 132,545,707    2,521    23,454,950    4,737,034    4,936,503 

 

Based on the foregoing votes, Michael J. Sacks, Angela Blanton, Francesca Cornelli, Jonathan R. Levin, Stephen Malkin, Blythe Masters and Samuel C. Scott III were elected as directors, Proposal Two was approved, Proposal Three was approved and three years was approved for the frequency in Proposal Four.  In light of these results, which are consistent with the Board of Director’s recommendation, the Company has determined to hold an advisory (non-binding) vote on executive compensation every three years until such time as the next advisory (non-binding) vote regarding the frequency of advisory (non-binding) votes on executive compensation is submitted to the Company’s stockholders.

 

1

 

 

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.

 

    GCM Grosvenor Inc.    
   
Date: June 10, 2024 By: /s/ Michael J. Sacks
  Name:  Michael J. Sacks
  Title: Chief Executive Officer

 

 

2

 

 

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Cover
Jun. 06, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 06, 2024
Entity File Number 001-39716
Entity Registrant Name GCM Grosvenor Inc.
Entity Central Index Key 0001819796
Entity Tax Identification Number 85-2226287
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 900 North Michigan Avenue
Entity Address, Address Line Two Suite 1100
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60611
City Area Code 312
Local Phone Number 506-6500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol GCMG
Security Exchange Name NASDAQ
Warrants to purchase one share of Class A common stock  
Title of 12(b) Security Warrants to purchase one share of Class A common stock
Trading Symbol GCMGW
Security Exchange Name NASDAQ

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