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 21, 2010 (May 19, 2010)
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PZENA INVESTMENT MANAGEMENT, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-33761 20-8999751
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
120 West 45th Street, New York, New York 10036
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(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, Including Area Code: (212) 355-1600
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(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.
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
___ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act.
___ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Pzena Investment Management, Inc. was held
in New York, New York on May 19, 2010. At that meeting, the stockholders
considered and acted upon the following proposals:
Proposal 1: Election of Directors. By the vote reflected below, the
stockholders elected the following individuals as directors to hold office until
the 2011 Annual Meeting of Stockholders of the Company:
Class A Class B Class A Class B
Shares Shares Shares Shares
Director "For" "For" "Withheld" "Withheld"
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Richard S. Pzena 5,276,682 47,577,348 118,765 0
Steven M. Galbraith 5,158,105 47,577,348 237,342 0
Joel M. Greenblatt 5,290,482 47,577,348 104,965 0
Richard P. Meyerowich 5,157,980 47,577,348 237,467 0
Ronald W. Tysoe 5,014,452 47,577,348 380,995 0
Proposal 2: Ratification of Independent Auditors. The stockholders voted to
ratify the appointment of Ernst & Young LLP as independent auditors for the
Company for its fiscal year ending December 31, 2010. Voting was as follows:
FOR AGAINST ABSTAIN
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Class A common stock 6,898,365 3,113 2,023
Class B common stock 46,382,979 0 0
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.
Dated: May 21, 2010
PZENA INVESTMENT MANAGEMENT, INC.
By: /s/ Gregory S. Martin
Name: Gregory S. Martin
Title: Chief Financial Officer