UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 24, 2013
Diamond Hill Investment Group, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
000-24498 65-0190407
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(Commission File Number) (I.R.S. Employer Identification No.)
325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (614) 255-3333
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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 (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))
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On April 24, 2013, the Board of Directors of Diamond Hill Investment
Group, Inc. (the "Company") approved the Diamond Hill Fixed Term Deferred
Compensation Plan (the "Fixed Term Plan") and the Diamond Hill Variable Term
Deferred Compensation Plan (the "Variable Term Plan", and along with the Fixed
Term Plan, each a "Plan" and collectively, the "Plans"). R. H. Dillon, the
Company's President and Chief Executive Officer, is eligible to participate
in the Variable Term Plan, along with each person employed by the Company or
any of its affiliates as a portfolio manager or research analyst who is a
member of a select group of management or highly compensated employees.
James F. Laird, the Company's Secretary, Treasurer and Chief Financial
Officer, is eligible to participate in the Fixed Term Plan, along with each
person employed by the Company or any of its affiliates who is not a
portfolio manager or research analyst. Brief descriptions of the terms and
conditions of the Plans are provided below. The summaries and descriptions
of the Plans are qualified in their entirety by reference to the Fixed Term
Plan and Variable Term Plan, copies of which are attached hereto as
Exhibits 10.1 and 10.2, respectively.
Deferrals of Incentive Compensation. Pursuant to the Plans, participants
may elect to defer certain Incentive Compensation, defined as the gross
amount that is earned by a participant under any bonus plan maintained by
the Company or any of its affiliates, excluding base salary. Participants
may elect to defer up to 50% of the stock portion of their annual bonus
and up to 100% of the cash portion of their annual bonus for a
Plan Year (the calendar year). After the applicable deadline, a deferral
election is irrevocable for that Plan year unless otherwise permitted
under that Plan. Generally, the participant must submit a deferral election
by December 31 of the year before the services are to be performed.
Earnings. The deferred Incentive Compensation, if any, is credited to an
account for that Plan Year. The participant is 100% vested in the account,
although the account is subject to the terms and conditions of the Company's
Compensation Recoupment and Restitution Policy. The account will be credited
with earnings and losses based on the performance of the investment selections
in the participant's account.
Plan Funding. The Plans are unfunded, unsecured promises by the Company to
pay the account balances under the Plans at a later date. Participants have
only the rights of general unsecured creditors of the Company and do not have
any interest in or right to any specific asset of the Company.
Plan Amendment and Termination. The Company may amend, modify, suspend or
terminate the Plans at any time without any participant's consent unless it
would retroactively reduce a participant's account balance.
Distributions Generally.
Fixed Term Plan
Under the Fixed Term Plan, the account for each Plan Year will be distributed
in a single lump sum payment within 90 days following the fifth anniversary
of the date the Incentive Compensation was deferred except in the event of
death, Disability or a Change in Control. For example, if the participant
elects to defer payment of a portion of the annual bonus paid for services
performed in 2014, the participant will not receive payment until 2020
regardless of whether the participant's employment terminates prior to
such date.
Variable Term Plan
Under the Variable Term Plan, the participant must elect when they wish to
receive distribution of the portion of their account attributable to that
Plan Year when the participant submits the Deferral Election Form to defer
payment. The participant may elect to receive the account:
- In a single lump sum payment within 90 days following either:
(1) the termination of employment, or
(2) the earlier of
(A) the termination of employment, or
(B) on a specified date which is at least five years after the annual
bonus was deferred; or
- In substantially equal annual installments for up to five years beginning
on the January 1 following either:
(1) the termination of employment, or
(2) the earlier of
(A) the termination of employment, or
(B) on a specified date which is at least five years after the annual
bonus was deferred.
In no event will a distribution occur before the fifth anniversary of the date
the Incentive Compensation is deferred except for death, Disability or Change
in Control. For example, if the participant elects to defer payment of a
portion of the annual bonus for services performed in 2014 until the
termination of employment and the participant terminates employment in 2018,
the participant will not receive payment until 2020. If the participant is
a "specified employee" of the Company within the meaning of the Internal
Revenue Code, any distribution payable upon the termination of employment will
not be, or begin to be, distributed until six months after the date of the
termination of employment.
Under the Variable Term Plan, the participant may change the time or form of
distribution by making an election to do so not less than 12 months before
the date payment is scheduled to be made or begin. The election will not be
effective for 12 months, and the distribution must be deferred at least five
years from the date the amount would otherwise have been paid. For example,
if a participant elects to have a portion of the 2013 annual bonus paid in
2020, the new election must be made at least 12 months prior to January 1,
2020 and the participant must elect to receive payment in 2025 or later.
Distributions Upon Death, Disability or Change in Control. In the event of
death or Disability (as defined in the Plans), the participant's account will
be distributed to the participant or the participant's beneficiary, as
applicable, in a lump sum within 90 days after the event. In the event that
the Company undergoes a Change in Control (as defined in the Plans), the
account will be distributed in a lump sum within 30 days after the Change in
Control.
Item 5.07. Submission of Matters to a Vote of Security Holders.
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The Diamond Hill Investment Group, Inc. (the "Company") 2013 Annual Meeting of
Shareholders was held on April 24, 2013.
The matters voted upon at the annual meeting and the results of the vote were
as follows:
1.) To elect seven directors to the Board of Directors of the Company to hold
office until the next annual meeting of shareholders or until his or her
successor is duly elected and qualified or until his or her earlier death,
resignation, retirement, disqualification or removal.
Each of the seven nominees for director were elected, and the voting results
are set forth below:
Name of Director For Withheld Not Voted
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R.H. Dillon 2,381,561 10,540 839,217
Randolph J. Fortener 2,381,461 10,640 839,217
James F. Laird 2,323,255 68,846 839,217
Peter J. Moran 2,342,567 49,534 839,217
Donald B. Shackelford 2,353,269 38,832 839,217
Bradley C. Shoup 2,375,456 16,645 839,217
Frances A. Skinner 2,330,718 61,383 839,217
2.) To ratify the appointment of KPMG LLP as the Company's independent
registered public accounting firm for the fiscal year ending
December 31, 2013.
The ratification of KPMG LLP was approved, and the voting results
are set forth below:
For Against Abstain
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2,970,946 43,346 200
3.) To approve, on an advisory basis, the compensation of the Company's
executive officers.
The compensation of the Company's executive officers was approved, and the
voting results are set forth below:
For Against Abstain Not Voted
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2,339,442 50,741 1,818 839,317
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits.
Exhibit No. Description
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10.1 Diamond Hill Fixed Term Deferred Compensation Plan
10.2 Diamond Hill Variable Term Deferred Compensation Plan
SIGNATURE
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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.
DIAMOND HILL INVESTMENT GROUP, INC.
Date: April 30, 2013 By: /s/ James F. Laird
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James F. Laird, Chief Financial
Officer and Secretary