8-K

Broker Non-Votes

Richard J. Burns

J. Allen Gray

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 4, 2025

SILVERCREST ASSET MANAGEMENT GROUP INC.

(Exact name of registrant as specified in its charter)

     Delaware

     001-35733

     45-5146560

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)

     1330 Avenue of the Americas, 38th Floor
New York, New York

     10019

     (Address of principal executive offices)

     (Zip Code)

Registrant’s telephone number, including area code: (212) 649-0600

N/A

(Former name or former address, if changed since last report)

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):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Class A common stock, $0.01 par value per share	SAMG	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The following proposals were submitted to the stockholders of Silvercrest Asset Management Group Inc. (the “Company”) at the 2025 annual meeting of stockholders held on June 4, 2025:

The election of two directors to the Board of Directors of the Company to serve until the 2028 annual meeting of stockholders;

The approval of executive compensation in an advisory, non-binding vote;

The Selection of the frequency of future advisory votes on executive compensation in an advisory, non-binding vote;

The amendment to our 2012 Equity Incentive Plan, as amended, to increase the authorized number of shares issuable under the plan by 1,500,000 shares; and

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

For more information about the foregoing proposals and annual meeting, see the Company’s proxy statement dated April 28, 2023:

Proposal No. 1 - Election of Directors

Proposal No. 2 – Approval on an Advisory Basis of Executive Compensation


For	Against	Abstain	Broker Non-Votes
5,983,190	2,619,575	1,440,881	1,182,870

Proposal No. 3 – Selection of Frequency of Future Advisory Votes on Executive Compensation


1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
8,816,253	145,477	699,680	382,236	1,182,870

In light of the results, and consistent with the recommendation of the Company’s Board of Directors to stockholders in the Company’s proxy statement, the Company’s policy will be to hold an advisory vote on executive compensation every year until the next required vote by stockholders on the frequency of future advisory votes on executive compensation.

Proposal No. 4 – Approval of Amended 2012 Equity Incentive Plan

Proposal No. 5 - Ratification of independent registered public accounting firm

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified by the votes set forth below:


For	Against	Abstain	Broker Non-Votes
11,186,106	39,899	511	0


Silvercrest Asset Management Group Inc.

By:		/s/ Scott A. Gerard
		Name: Scott A. Gerard
		Title: Chief Financial Officer