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
May 25, 2011
Date of report (Date of earliest event reported)
SEI Investments Company
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-10200 | 23-1707341 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
1 Freedom Valley Drive
Oaks, Pennsylvania 19456
(Address of principal executive offices) (Zip Code)
(610) 676-1000
(Registrants’ 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Shareholders of the Company was held on May 25, 2011 at One Freedom Valley Drive, Oaks, PA 19456, pursuant to the Notice sent on or about April 13, 2011 to all shareholders of record at the close of business on March 24, 2011. At that meeting:
| (1) | The following nominees were elected as directors of the Company for terms expiring in the year 2014 and received the votes set forth opposite their names below: |
| Name of Nominee |
For | Against | Abstain | |||||||||
| Sarah W. Blumenstein |
146,059,162 | 5,765,595 | 99,665 | |||||||||
| Kathryn M. McCarthy |
146,934,057 | 4,867,815 | 122,550 | |||||||||
There were a total of 13,356,316 broker non-votes for the election of directors.
Since the Board of Directors is divided into three classes with one class elected each year to hold office for a three-year term, the term of office for the following directors continued after the Annual Meeting: Alfred P. West, Jr., William M. Doran, Richard B. Lieb and Carmen V. Romeo. At the Board meeting following the Annual Meeting of Shareholders, Richard B. Lieb was elected to the Audit Committee, joining Carmen V. Romeo (Chairman) and Kathryn M. McCarthy on the committee.
| (2) | A resolution to approve, on an advisory basis, the compensation of named executive officers, received the votes set forth below: |
| For | Against | Abstain | ||||||||
| 144,799,393 | 2,424,233 | 4,700,796 | ||||||||
There were a total of 13,356,316 broker non-votes on this matter.
| (3) | A resolution to approve, on an advisory basis, the frequency of non-binding votes of compensation of named executive officers, received the votes set forth below: |
| One Year | Two Years | Three Years | Abstain | |||||||||||
| 81,778,465 | 5,165,374 | 23,566,346 | 5,006,377 | |||||||||||
| (4) | The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2011 fiscal year was ratified by the following vote: |
| For | Against | Abstain | ||||||||
| 163,562,317 | 1,587,268 | 131,153 | ||||||||
2
| Item 8.01. | Other Events. |
On May 25, 2011, the Company issued a press release declaring a dividend of $.12 (twelve cents) per share. The cash dividend will be payable to shareholders of record on June 20, 2011, with a payment date of June 28, 2011. In addition, the Company’s Board of Directors approved an increase in its stock repurchase program by an additional $100 million.
A copy of the press release is furnished as Exhibit 99.1 and incorporated in this Item 8.01 by reference.
As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 5.07, Item 8.01 and in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing with the Securities and Exchange Commission, except as shall be expressly provided by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release of SEI Investments Company dated May 25, 2011. |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEI Investments Company | ||||
| Date: May 26, 2011 | By: | /s/ Dennis J. McGonigle | ||
| Dennis J. McGonigle | ||||
| Chief Financial Officer | ||||
4
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 |
Press Release of SEI Investments Company dated May 25, 2011. | |
5