--- schema_version: "secwatch.filing_event.v1" accession: "0001165002-24-000042" form_type: "8-K" ticker: "WHG" cik: "0001165002" company_name: "WESTWOOD HOLDINGS GROUP INC" filed_at: "2024-05-06T23:59:59+00:00" generated_at: "2026-06-02T21:46:30.198602+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Westwood Holdings shareholders approve 500K share increase, all proposals pass ## Summary - Stockholders re-elected directors Casey, Frank, Masterson, Norman, Bowman (each >6.4M votes for). - Ratified BDO USA, P.C. as FY2024 auditor (7,515,705 for, 66,097 against). - Approved 500,000 share increase in Stock Incentive Plan (3,985,609 for, 2,789,351 against). - Non-binding advisory approval of executive compensation (6,516,953 for, 318,228 against). - Approved charter amendment extending officer exculpation (6,117,447 for, 709,247 against). ## SEC filing metadata - accession: 0001165002-24-000042 - form_type: 8-K - ticker: WHG - cik: 0001165002 - company_name: WESTWOOD HOLDINGS GROUP INC - filed_at: 2024-05-06T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1165002/000116500224000042/0001165002-24-000042-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1165002/000116500224000042/whg-20230426.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001165002-24-000042 - JSON: https://secwatch.observer/filing/0001165002-24-000042.json - Plain text: https://secwatch.observer/filing/0001165002-24-000042.txt ## Key facts - Shareholder Votes WESTWOOD HOLDINGS GROUP INC shareholders approved Advisory approval of executive compensation at the 2024-05-01 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-01 source text: (d) Proposal 4 : The stockholders approved, on a non-binding, advisory basis, the Company's executive compensation. The voting results for this Proposal 4 were as follows: For Against Abstain Broker Non-Vote 6,516,953 318,228 92,537 685,014 evidence_url: https://www.sec.gov/Archives/edgar/data/1165002/000116500224000042/0001165002-24-000042-index.htm - Shareholder Votes WESTWOOD HOLDINGS GROUP INC shareholders approved Ratification of BDO USA, P.C. as the Company’s independent auditors for the year ending December 31, 2024 at the 2024-05-01 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-01 source text: (b) Proposal 2 : The stockholders ratified BDO USA, P.C. as the Company’s independent auditors for the year ending December 31, 2024. The voting results for this Proposal 2 were as follows: For Against Abstain 7,515,705 66,097 30,930 evidence_url: https://www.sec.gov/Archives/edgar/data/1165002/000116500224000042/0001165002-24-000042-index.htm - Shareholder Votes WESTWOOD HOLDINGS GROUP INC shareholders approved Election of Directors at the 2024-05-01 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-01 source text: The voting results for the Annual Meeting are set forth below. (a) Proposal 1 : The stockholders elected the directors listed below to hold office until the next annual meeting and until their respective successors shall have been duly elected and qualified. The voting results for this Proposal 1 were as follows: Nominee For Against Abstain Broker Non-Vote Brian O. Casey 6,617,603 288,813 21,302 685,014 Richard M. Frank 6,463,721 442,696 21,301 685,014 Ellen H. Masterson 6,535,541 288,973 103,204 685,014 Geoffrey R. Norman 6,473,527 432,890 21,301 685,014 Randy A. Bowman 6,431,818 463,982 31,918 685,014 evidence_url: https://www.sec.gov/Archives/edgar/data/1165002/000116500224000042/0001165002-24-000042-index.htm - Shareholder Votes WESTWOOD HOLDINGS GROUP INC shareholders approved Approval of the Tenth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan at the 2024-05-01 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-05-01 source text: (c) Proposal 3 : The stockholders approved the Tenth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan. The voting results for this Proposal 3 were as follows: For Against Abstain Broker Non-Vote 3,985,609 2,789,351 152,758 685,014 evidence_url: https://www.sec.gov/Archives/edgar/data/1165002/000116500224000042/0001165002-24-000042-index.htm - Shareholder Votes WESTWOOD HOLDINGS GROUP INC shareholders approved Approval of amendments to the Company's Certificate of Incorporation to extend exculpation protection to officers of the Company pursuant to Section 102(b)(7) of the Delaware General Corporation Law at the 2024-05-01 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-01 source text: (e) Proposal 5 : The stockholders approved amendments to the Company's Certificate of Incorporation to extend exculpation protection to officers of the Company pursuant to Section 102(b)(7) of the Delaware General Corporation Law. The voting results for this Proposal 5 were as follows: For Against Abstain Broker Non-Vote 6,117,447 709,247 101,024 685,014 evidence_url: https://www.sec.gov/Archives/edgar/data/1165002/000116500224000042/0001165002-24-000042-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.