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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 11, 1995
ALEX. BROWN INCORPORATED
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(Exact name of registrant as specified in its charter)
Maryland 0-14199 52-1434118
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
Incorporation) Number)
135 E. Baltimore Street, Baltimore, MD 21202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 727-1700
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Item 5. Other Events
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SUBMISSION OF MATTERS TO VOTES OF SECURITY HOLDERS
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1. At the Annual Meeting of Stockholders of Alex. Brown Incorporated (the
"Company") on April 25, 1995, the following matters were submitted to a vote of
stockholders:
(a) The following persons were elected as directors of the Company to hold
office until the next Annual Meeting of Stockholders or until their successors
are duly elected and qualified:
<TABLE>
<CAPTION>
Votes Votes
Name For Withheld*
<S> <C> <S> <C> <C>
Lee A. Ault III 12,670,072 9,460
Neil R. Austrian 12,661,053 18,479
Thomas C. Barry 12,669,859 9,673
Benjamin H. Griswold IV 12,669,762 9,770
Donald B. Hebb, Jr. 12,670,215 9,317
A. B. Krongard 12,670,662 8,870
Steven Muller, Ph.D. 12,670,362 9,170
David M. Norman 12,670,162 9,370
Frank E. Richardson 12,670,162 9,370
Mayo A. Shattuck III 12,670,215 9,317
</TABLE>
* Including Abstentions and Broker Non-votes
(b) With regard to the proposal to approve the Alex. Brown Incorporated
1995 Non-Employee Director Stock Purchase Plan, there were 11,990,561 votes cast
"FOR", 630,806 votes cast "AGAINST" and 58,165 abstentions/broker non-votes.
2. At the Annual Meeting of Stockholders of the Company on April 25, 1994, the
following matters were submitted to a vote of stockholders:
(a) The following persons were elected as directors of the Company to hold
office until the next Annual Meeting of Stockholders or until their successors
are duly elected and qualified:
<TABLE>
<CAPTION>
Votes Votes
Name For Withheld*
<S> <C> <S> <C> <C>
Lee A. Ault III 13,604,119 168,311
Thomas C. Barry 13,728,134 44,296
Andre W. Brewster 13,726,299 46,131
Benjamin H. Griswold IV 13,726,334 46,096
Donald B. Hebb, Jr. 13,604,534 167,896
A. B. Krongard 13,728,134 44,296
Steven Muller, Ph.D. 13,725,039 47,391
David M. Norman 13,602,659 169,771
Frank E. Richardson 13,727,234 45,196
Mayo A. Shattuck III 13,728,134 44,296
</TABLE>
* Including Abstentions and Broker Non-votes
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(b) With regard to the proposal to amend the Alex. Brown Incorporated 1991
Equity Incentive Plan, there were 8,962,551 votes cast "FOR", 2,745,857 votes
cast "AGAINST" and 2,064,022 abstentions/broker non-votes.
(c) With regard to the proposal to approve the Alex. Brown Incorporated
Management Compensation Plan, there were 13,103,723 votes cast "FOR", 532,267
votes cast "AGAINST" and 136,440 abstentions/broker non-votes.
3. At the Annual Meeting of Stockholders of the Company on May 13, 1993, the
following persons were elected as directors of the Company to hold office until
the next Annual Meeting of Stockholders or until their successors are duly
elected and qualified:
<TABLE>
<CAPTION>
Votes Votes
Name For Withheld*
<S> <C> <S> <C> <C>
Lee A. Ault III 12,641,083 12,923
Thomas C. Barry 12,641,555 12,451
Andre W. Brewster 12,576,440 77,566
Benjamin H. Griswold IV 12,641,555 12,451
Donald B. Hebb, Jr. 12,641,555 12,451
A. B. Krongard 12,641,240 12,766
Steven Muller, Ph.D. 12,634,925 19,081
David M. Norman 12,570,225 83,781
Frank E. Richardson 12,641,555 12,451
Mayo A. Shattuck III 12,641,555 12,451
</TABLE>
* Including Abstentions and Broker Non-votes
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SIGNATURE
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, hereunto duly authorized.
ALEX. BROWN INCORPORATED
<TABLE>
<CAPTION>
<S> <C> <S> <C> <C> <S> <C> <S>
Date: August 11, 1995 By: S/ ROBERT F. PRICE
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Robert F. Price
Secretary and General Counsel
</TABLE>
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