Document



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)
July 26, 2016

LEGG MASON, INC.
(Exact name of registrant as specified in its charter)



Maryland
 
1-8529
 
52-1200960
(State or Other Jurisdiction
of Incorporation)
 
(Commission File
No.)
 
(IRS Employer
 Identification No.)
100 International Drive, Baltimore, Maryland
 
21202
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code:
410 539-0000
 
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))
 





Item 5.07
 
Submission of Matters to a Vote of Security Holders.
 
 
 
 
 
 
 
Legg Mason’s annual meeting of stockholders was held on July 26, 2016. In the election of directors, the 11 director nominees were elected with the following votes:
 
 
 
 
 
Votes Cast
For
Withhold
Non-Votes
 
 
Robert E. Angelica
93,415,414
 
79,870,333
 
4,427,361
 
9,117,720
 
 
 
Carol Anthony Davidson
93,415,414
 
79,846,131
 
4,451,563
 
9,117,720
 
 
 
Barry W. Huff
93,415,414
 
79,922,255
 
4,375,439
 
9,117,720
 
 
 
Dennis M. Kass
93,415,414
 
76,170,771
 
8,126,923
 
9,117,720
 
 
 
Cheryl Gordon Krongard
93,415,414
 
76,158,092
 
8,139,602
 
9,117,720
 
 
 
John V. Murphy
93,415,414
 
75,648,166
 
8,649,528
 
9,117,720
 
 
 
John H. Myers
93,415,414
 
76,130,016
 
8,167,678
 
9,117,720
 
 
 
W. Allen Reed
93,415,414
 
79,840,583
 
4,457,111
 
9,117,720
 
 
 
Margaret M. Richardson
93,415,414
 
79,587,561
 
4,710,133
 
9,117,720
 
 
 
Kurt L. Schmoke
93,415,414
 
75,792,113
 
8,505,581
 
9,117,720
 
 
 
Joseph A. Sullivan
93,415,414
 
77,578,586
 
6,719,108
 
9,117,720
 
 
 
 
 
 
The stockholders voted in favor of an amendment to re-approve the Legg Mason, Inc. 1996 Equity Incentive Plan as follows:
 
 
 
Votes Cast
93,415,414
For
74,482,967
Against
9,737,057
Abstain
77,670
Non-Vote
9,117,720
 
 
 
 
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as follows:
 
 
 
Votes Cast
93,415,414
For
67,588,817
Against
16,615,268
Abstain
93,453
Non-Vote
9,117,876
 
 
 
 
The stockholders voted in favor of the ratification of the appointment of PriceWaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2017 as follows:
 
 
 
Votes Cast
93,415,414
For
88,653,363
Against
4,704,528
Abstain
57,523
Non-Vote
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.



 
 
LEGG MASON, INC.
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
Date:  July 27, 2016
By:
/s/ Thomas C. Merchant
 
 
 
Thomas C. Merchant
 
 
 
Executive Vice President and General Counsel