--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-180979" form_type: "8-K12B" ticker: "BGC" cik: "0001094831" company_name: "BGC Group, Inc." filed_at: "2023-07-03T23:59:59+00:00" generated_at: "2026-06-13T13:05:11.610004+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # BGC Group completes corporate conversion, becomes new public parent; begins trading under BGC on Nasdaq ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-180979 - form_type: 8-K12B - ticker: BGC - cik: 0001094831 - company_name: BGC Group, Inc. - filed_at: 2023-07-03T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 8.01, 2.01, 3.01, 5.03, 3.03, 5.02, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1094831/000119312523180979/0001193125-23-180979-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1094831/000119312523180979/d521017d8k12b.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-180979 - JSON: https://secwatch.observer/filing/0001193125-23-180979.json - Plain text: https://secwatch.observer/filing/0001193125-23-180979.txt ## Key facts - Executive change William Addas was appointed as Director at BGC Group, Inc.. - Action: appointed - Role: Director source text: appointed William Addas to serve as a member of the BGC Group Board, effective July 1, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1094831/000119312523180979/0001193125-23-180979-index.htm - Executive change Martin Laguerre departed as Director at BGC Group, Inc.. - Action: will not serve - Role: Director source text: who served as a director of BGC Partners prior to the Closing but who will not serve as a director of BGC Group evidence_url: https://www.sec.gov/Archives/edgar/data/1094831/000119312523180979/0001193125-23-180979-index.htm - Governance Changes BGC Group, Inc.: Amended and restated bylaws (effective 2023-07-01). - Change: bylaw amendment - Effective: 2023-07-01 source text: on July 1, 2023, as of the Effective Time, BGC Group amended and restated its certificate of incorporation and its bylaws evidence_url: https://www.sec.gov/Archives/edgar/data/1094831/000119312523180979/0001193125-23-180979-index.htm - Governance Changes BGC Group, Inc.: Amended and restated certificate of incorporation (effective 2023-07-01). - Change: charter amendment - Effective: 2023-07-01 source text: on July 1, 2023, as of the Effective Time, BGC Group amended and restated its certificate of incorporation and its bylaws evidence_url: https://www.sec.gov/Archives/edgar/data/1094831/000119312523180979/0001193125-23-180979-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1094831/000119312523180979/0001193125-23-180979-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1094831/000119312523180979/0001193125-23-180979-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1094831/000119312523180979/0001193125-23-180979-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1094831/000119312523180979/0001193125-23-180979-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1094831/000119312523180979/0001193125-23-180979-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1094831/000119312523180979/0001193125-23-180979-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.