8-K12B
filed July 3, 2023, 7:59 PM ET
ticker BGC
CIK 0001094831
M&A
confidence high
sentiment neutral
materiality 0.85
BGC Group completes corporate conversion, becomes new public parent; begins trading under BGC on Nasdaq
BGC Group, Inc.
- Each share of BGC Partners Class A and Class B converted into one share of BGC Group Class A and Class B, respectively.
- BGC Group Class A common stock starts trading on Nasdaq on July 3, 2023 under ticker BGC; new CUSIP 088929104.
- Board changes: William Addas appointed director; Martin Laguerre not continuing; Howard Lutnick remains Chairman and CEO.
- Stockholders approved corporate conversion, 1.5B authorized Class A shares and 300M Class B shares, and officer exculpation provision.
- BGC Group adopted Long Term Incentive Plan and Amended Registration Rights Agreement with Cantor Fitzgerald.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Addas was appointed as Director at BGC Group, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed William Addas to serve as a member of the BGC Group Board, effective July 1, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Martin Laguerre departed as Director at BGC Group, Inc..
- Action
- will not serve
- Role
- Director
Exact text from the filing
who served as a director of BGC Partners prior to the Closing but who will not serve as a director of BGC Group
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BGC Group, Inc.: Amended and restated bylaws (effective 2023-07-01).
- Change
- bylaw amendment
- Effective
- 2023-07-01
Exact text from the filing
on July 1, 2023, as of the Effective Time, BGC Group amended and restated its certificate of incorporation and its bylaws
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BGC Group, Inc.: Amended and restated certificate of incorporation (effective 2023-07-01).
- Change
- charter amendment
- Effective
- 2023-07-01
Exact text from the filing
on July 1, 2023, as of the Effective Time, BGC Group amended and restated its certificate of incorporation and its bylaws
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BGC Group, Inc. shareholders approved To adopt the Corporate Conversion Agreement, dated as of November 15, 2022, as amended on March 29, 2023 at the 2023-03-29 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-03-29
Exact text from the filing
Proposal 1 To adopt the Corporate Conversion Agreement, dated as of November 15, 2022, as amended on March 29, 2023, by and among BGC Partners, Inc., BGC Holdings, L.P., BGC Partners GP, LLC, BGC Group, Inc., BGC Partners II, Inc., BGC Partners II, LLC, BGC Holdings Merger Sub, LLC and Cantor Fitzgerald, L.P., as further described in the consent solicitation statement/prospectus. 659,899,733 438,469 352,462
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BGC Group, Inc. shareholders approved To approve a provision in the Amended and Restated Certificate of Incorporation providing that the number of authorized shares of BGC Group Class A Common Stock shall be 1,500,000,000..
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal 3(a) To approve a provision in the Amended and Restated Certificate of Incorporation providing that the number of authorized shares of BGC Group Class A Common Stock shall be 1,500,000,000. 625,774,776 34,526,021 389,867
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BGC Group, Inc. shareholders approved To approve a provision in the Amended and Restated Certificate of Incorporation providing that Delaware courts shall be the exclusive forum for certain matters..
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal 3(d) To approve a provision in the Amended and Restated Certificate of Incorporation providing that Delaware courts shall be the exclusive forum for certain matters. 641,256,819 18,997,707 436,138
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BGC Group, Inc. shareholders approved To approve a provision in the Amended and Restated Certificate of Incorporation providing that the number of authorized shares of BGC Group Class B Common Stock shall be 300,000,000..
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal 3(b) To approve a provision in the Amended and Restated Certificate of Incorporation providing that the number of authorized shares of BGC Group Class B Common Stock shall be 300,000,000. 529,897,820 130,388,388 404,456
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BGC Group, Inc. shareholders approved To approve a provision in the Amended and Restated Certificate of Incorporation providing for exculpation to officers of BGC Group pursuant to Section 102(b)(7) of the Delaware General Corporation Law..
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal 3(c) To approve a provision in the Amended and Restated Certificate of Incorporation providing for exculpation to officers of BGC Group pursuant to Section 102(b)(7) of the Delaware General Corporation Law. 594,290,190 65,583,999 816,475
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BGC Group, Inc. shareholders approved To approve the assumption by BGC Group, Inc. of the Eighth Amended and Restated BGC Partners, Inc. Long Term Incentive Plan, as amended and restated as the BGC Group, Inc. Long Term Incentive Plan.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
Proposal 2 To approve the assumption by BGC Group, Inc. of the Eighth Amended and Restated BGC Partners, Inc. Long Term Incentive Plan, as amended and restated as the BGC Group, Inc. Long Term Incentive Plan, as further described in the consent solicitation statement/prospectus. 560,987,090 99,271,521 432,053
View on SEC.gov
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