UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

AMERIPRISE FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-32525

 

13-3180631

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

55 Ameriprise Financial Center
Minneapolis, Minnesota

 

55474

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code    (612) 671-3131

 

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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07      Submission of Matters to a Vote of Security Holders.

 

The 2013 annual meeting of the stockholders of the Company was held on April 24, 2013. At the meeting, the holders of 176,984,181 shares of common stock, which represents approximately 87 percent of the 202,705,659 outstanding shares entitled to vote as of the record date of February 28, 2013, were represented in person or by proxy. The voting results of  Items 1, 2, 3 and 4, all of which were approved by the stockholders at the meeting, are set forth below.

 

Item 1. In the vote on the election of directors, each for a term of one year to expire at the 2014 annual meeting or until their successors are elected and qualified, the voting results were as follows:

 

Name

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

James M. Cracchiolo

 

156,568,354

 

5,058,686

 

1,503,576

 

13,853,565

 

Lon R. Greenberg

 

151,268,891

 

11,599,739

 

261,986

 

13,853,565

 

Warren D. Knowlton

 

153,393,870

 

9,469,918

 

266,828

 

13,853,565

 

W. Walker Lewis

 

154,497,133

 

8,371,104

 

262,379

 

13,853,565

 

Siri S. Marshall

 

153,167,528

 

9,528,601

 

434,487

 

13,853,565

 

Jeffrey Noddle

 

154,512,506

 

8,351,182

 

266,928

 

13,853,565

 

H. Jay Sarles

 

140,120,140

 

22,740,972

 

269,504

 

13,853,565

 

Robert F. Sharpe, Jr.

 

153,319,237

 

9,552,145

 

259,234

 

13,853,565

 

William H. Turner

 

160,693,598

 

2,172,828

 

264,190

 

13,853,565

 

 

Item 2. The nonbinding advisory vote to approve the compensation of the Company’s named executive officers resulted in “for” votes from approximately 88 percent of the shares voted. The voting results were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

142,381,466

 

20,238,808

 

510,342

 

13,853,565

 

 

Item 3. The vote on the ratification of the selection by the Company’s audit committee of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2013 resulted in “for” votes from approximately 97 percent of the shares voted. The voting results were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

171,231,406

 

5,334,949

 

417,826

 

 

Item 4. The vote on the shareholder proposal for our board to take the steps necessary for each requirement in our charter and bylaws that calls for a greater than simple majority vote to be eliminated and replaced with a requirement for a majority of votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws, resulted in “for” votes from approximately 86 percent of the shares voted. The voting results were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

139,304,285

 

23,180,251

 

646,080

 

13,853,565

 

 

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SIGNATURES

 

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, thereunto duly authorized.

 

 

 

AMERIPRISE FINANCIAL, INC.

 

                  (Registrant)

 

 

 

 

 

 

Date: April 25, 2013

By

/s/ Thomas R. Moore

 

 

Thomas R. Moore

 

 

Vice President, Chief Governance Officer

 

 

and Corporate Secretary

 

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