Westwood Holdings Group, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Westwood Holdings Group, Inc. invites stockholders to its 2024 virtual Annual Meeting on May 1, 2024, urging them to vote by proxy.</b>

AI Summary

WESTWOOD HOLDINGS GROUP INC (WHG) filed a Proxy Statement (DEF 14A) with the SEC on March 26, 2024. The 2024 Annual Meeting of Stockholders for Westwood Holdings Group, Inc. will be held virtually on May 1, 2024, at 10:00 a.m. Central Time. Stockholders are encouraged to attend the virtual meeting at www.virtualshareholdermeeting.com/WHG2024. Proxy cards are enclosed and stockholders are urged to complete, sign, date, and return them promptly. Alternatively, stockholders can vote by Internet by following instructions in the Notice of Annual Meeting. Proxies can be revoked by written notice, a later dated proxy card, changing an Internet vote, or by attending and voting at the virtual meeting.

Why It Matters

For investors and stakeholders tracking WESTWOOD HOLDINGS GROUP INC, this filing contains several important signals. This filing is a definitive proxy statement (DEF 14A), indicating the company is formally soliciting votes from its shareholders for the upcoming annual meeting. The company emphasizes the importance of shareholder participation by urging them to vote, either by returning a proxy card or via the internet, to ensure their representation.

Risk Assessment

Risk Level: low — WESTWOOD HOLDINGS GROUP INC shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks disclosed.

Analyst Insight

Stockholders should review the proxy materials and vote their shares to ensure their voice is heard on company matters.

Key Numbers

• 2024 — Annual Meeting Year (2024 Annual Meeting of Stockholders)
• May 1 — Meeting Date (Wednesday, May 1, 2024)
• 10:00 a.m. — Meeting Time (10:00 a.m., Central Time)

Key Players & Entities

• Westwood Holdings Group, Inc. (company) — Registrant name
• Brian O. Casey (person) — Chief Executive Officer
• 2024 (date) — Annual Meeting year
• May 1, 2024 (date) — Annual Meeting date
• 10:00 a.m. (time) — Annual Meeting time
• Central Time (time) — Annual Meeting time zone
• www.virtualshareholdermeeting.com/WHG2024 (url) — Virtual meeting link
• DEF 14A (filing_type) — Filing type

FAQ

Industry Context

Westwood Holdings Group, Inc. is an investment advisory firm. This filing pertains to the governance and shareholder voting process typical for publicly traded companies.

Regulatory Implications

This filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

1. Review the proxy statement and notice of annual meeting.
2. Vote your shares by proxy card or internet before the meeting.
3. Attend the virtual annual meeting on May 1, 2024, if possible.

Key Dates

• 2024-05-01: 2024 Annual Meeting of Stockholders — Key date for shareholder voting and participation.

Year-Over-Year Comparison

This is the definitive proxy statement (DEF 14A) for the 2024 annual meeting, following the standard proxy filing process.

Filing Documents

• a2024proxy.htm (DEF 14A) — 956KB
• peotable1.jpg (GRAPHIC) — 204KB
• peotable2.jpg (GRAPHIC) — 193KB
• proxyfinalimage2a05.jpg (GRAPHIC) — 7KB
• smallbrace.jpg (GRAPHIC) — 1KB
• westwoodholdingsgrouplogoa.jpg (GRAPHIC) — 16KB
• 0001165002-24-000032.txt (&nbsp;) — 1539KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 13 Summary Compensation Table 17 Outstanding Equity Award s at Fiscal Year-End 23 PROPOSAL 2 RATIFICATION OF APPOINTMENT OF BDO USA, P .C. AS INDEPENDENT AUDITORS 27 Fees Billed by Independent Registered Public Accounting Firms 27 Vote Sought and Recommendation 27 PROPOSAL 3 TO APPROVE THE TE NTH AMENDED AND RESTATED WESTWOOD HOLDINGS GROUP, INC. STOCK INCENTIVE PLAN 28 Description of the Tenth Amended and Restated Plan 30 Types of Awards 30 Material Federal Income Tax Consequenc es of the Plan 32 Vote Sought and Recommendation 32 PROPOSAL 4 TO CAST A NON-BINDING, ADVISORY VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION 32 Advisory Vote on Executive Compensation 32 Vote Sought and Recommendation 32 PROPOSAL 5 TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED ARTICLE S OF INCORPORATIO N 33 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 35 REPORT OF THE AUDIT COMMITTEE 36 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 37 STOCKHOLDER PROPOSALS 37 ANNUAL REPORT 37 HOUSEHOLDING INFORMATION 37 OTHER MATTERS 38 APPENDIX A – TE NTH AMENDED AND RESTATED WESTWOOD HOLDINGS GROUP, INC. STOCK INCENTIVE PLAN 39 APPENDIX B – TEXT OF PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 54 WESTWOOD HOLDINGS GROUP, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2024 To the Stockholders of Westwood Holdings Group, Inc. NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of Westwood Holdings Group, Inc. (Westwood, the Company, we, us or our) will be held virtually at www.virtualshareholdermeeting.comWHG2024 on Wednesday, May 1, 2024, at 1000 a.m., Central Time, to consider and vote on the following proposals Proposal Board Recommendation Proposal 1. The election of five directors to hold office until the next annual meeting of Westwood's stockholders and until their respective successors shall have been duly elected and qualified For all nominees Proposal 2. The ratification of the appointment of BDO USA, P.C. as Westwood's independent auditors for the year ending December 31, 2024 For Proposal 3. To approve the Tenth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan For Proposal 4. To cast a non-binding, advisory vote on the Company's executive compensation and For Proposal 5. To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to extend exculpation protection to officers of the Company pursuant to Section 102(b)(7) of the Delaware General Corporation Law. For In addition, we will consider the transaction of such other business as may properly come before the meeting or at any adjournments or postponements. The foregoing items of business are more fully described in the attached pr

View Full Filing

View this DEF 14A filing on SEC EDGAR