Form 8-K

 

 

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) December 17, 2012

 

 

BGC Partners, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-28191, 1-35591   13-4063515

(State or other jurisdiction

of incorporation)

  

(Commission

File Numbers)

  

(IRS Employer

Identification No.)

499 Park Avenue, New York, NY 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 610-2200

 

(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 (see General Instruction A.2. below):

 

¨ 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Information required by this Item 1.01 is set forth under Item 8.01 below and is hereby incorporated by reference in response to this Item.

 

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of stockholders of BGC Partners, Inc. (the “Company”) was held on December 17, 2012. The following matter was voted on at the annual meeting:

The stockholders elected all of the Board of Directors’ nominees for election as directors. The results of the vote were as follows:

 

Directors

    For      Withheld      Broker Non-
Votes		  

Howard W. Lutnick

      383,476,912         14,937,097         66,243,579   

John H. Dalton

      383,424,029         14,989,980         66,243,579   

Stephen T. Curwood

      383,423,664         14,990,345         66,243,579   

Barry R. Sloane

      379,217,458         19,196,551         66,243,579   

Albert M. Weis

      379,905,503         18,508,506         66,243,579   

 

ITEM 8.01. OTHER EVENTS

On December 17, 2012, BGC GP, LLC, a subsidiary of the Company and the General Partner of the Company’s majority-owned subsidiary, BGC Holdings, L.P. (the “Partnership”), and Cantor Fitzgerald, L.P., the Majority in Interest Exchangeable Limited Partner of the Partnership, entered into the Eighth Amendment to the Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”), as amended and restated as of March 31, 2008, effective as of December 17, 2012 (the “Amendment”). The Amendment was entered into principally to create a new class of Partnership units in order to provide flexibility to the Company and the Partnership in using units in connection with restructuring and compensation or similar arrangements with respect to the Company’s U.K. operations.

The new class of units in the Partnership, designated LPUs, shall be considered Working Partner Units and are identical in all respects to PSUs for all purposes under the Partnership Agreement, except that LPUs shall be available for issuance only to members of a certain U.K. limited liability partnership. The Company’s U.K.-based executive officers are expected to become members of the U.K. limited liability partnership and receive LPUs as a portion of their executive compensation.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Amendment was approved by the Audit Committee of the Board of Directors of the Company and by the full Board.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 

Exhibit

No.

   

Description

10.1    BGC Holdings, L.P. Eighth Amendment to Agreement of Limited Partnership, as amended and restated as of March 31, 2008, effective as of December 17, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BGC Partners, Inc.
Date: December 21, 2012     By:  

/S/    HOWARD W. LUTNICK        

      Name:   Howard W. Lutnick
      Title:   Chairman and Chief Executive Officer

Exhibit Index

 

Exhibit

No.

   

Description

10.1    BGC Holdings, L.P. Eighth Amendment to Agreement of Limited Partnership, as amended and restated as of March 31, 2008, effective as of December 17, 2012.