jmp_8k-060412.htm
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 4, 2012
 
JMP Group Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-33448
 
Delaware
(State or other jurisdiction of
incorporation)
20-1450327
(IRS Employer
Identification No.)
 
600 Montgomery Street, Suite 1100
San Francisco, CA 94111
(Address of principal executive offices, including zip code)
 
415-835-8900
(Registrant’s telephone number, including area code)
 
(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.
 
On June 4, 2012, JMP Group Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).  The proxy statement and solicitation pertaining to the Annual Meeting were previously filed with the Securities and Exchange Commission.  Shares eligible to vote were 22,837,603 at the record date of April 17, 2012.  At the Annual Meeting, the stockholders voted upon (i) the election of nine nominees for the board of directors; (ii) an advisory vote on executive compensation; and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.
 
The stockholders elected all nine directors to serve a one-year term until the next annual meeting of the stockholders; approved executive compensation; and approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2012.
 
The number of votes cast for or against and the number of withheld and total broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
 
Proposal 1.
Election of directors.
 
Nominee
  
For
  
Against
  
Withheld
  
Broker Non-Votes
Joseph A. Jolson
  
13,055,331
  
0
  
1,597,885
  
4,945,981
Craig R. Johnson
  
12,807,529
  
0
  
1,845,687
  
4,945,981
Mark L. Lehmann
  
11,652,939
  
0
  
3,000,277
  
4,945,981
Carter D. Mack
  
12,807,529
  
0
  
1,845,687
  
4,945,981
Glenn H. Tongue
  
14,283,718
  
0
  
369,498
  
4,945,981
Kenneth M. Karmin
  
14,282,465
  
0
  
370,751
  
4,945,981
H. Mark Lunenburg
  
14,323,813
  
0
  
329,403
  
4,945,981
David M. DiPietro
  
14,447,627
  
0
  
205,589
  
4,945,981
Jonathan M. Orszag
  
14,487,722
  
0
  
165,494
  
4,945,981
 
The following matters were approved by the votes indicated:
 
Proposal 2.
Advisory vote on executive compensation.
 
For
  
Against
  
Abstain
  
Broker Non-votes
11,481,955
  
2,898,713
  
272,548
  
4,945,981
 
Proposal 3.
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
 
For
  
Against
  
Abstain
  
Broker Non-votes
19,595,495
  
3,502
  
200
  
*
 
------------------------
* Not applicable
 
 
 
 
 
Signature(s)
 
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.
 
  JMP GROUP INC.  
       
Date: June 4, 2012
By:
/s/ Janet L. Tarkoff    
    Janet L. Tarkoff    
   
Chief Legal Officer and Secretary