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Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

•	Increase the total number of shares currently authorized under the Incentive Plan by 250,000 shares;

•	Require a minimum one-year vesting limitation on awards granted under the Incentive Plan (with exception for death, disability, or a change in control), with a carve-out exception for up to 5% of the total shares currently authorized under the Incentive Plan;

•	Eliminate option share repricing;

•	Eliminate the ability to accelerate vesting of shares other than for death, disability, or change in control;

•	Prohibit utilizing shares of stock that are withheld to satisfy tax withholding obligations for subsequent awards under the Incentive Plan;

•	Prohibit the payment of dividends on unvested shares;

•	Set a limitation, such that the grant of an award to a non-employee director, acting in his or her capacity as director, taken together with cash fees paid to the non-employee director, cannot exceed $350,000 in the case of a non-employee director other than the Chairman of the Board or $500,000 in the case of the Chairman of the Board; and

•	Extend the term of the Incentive Plan to March 10, 2027.

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

(a)	Proposal 1: The stockholders elected the directors listed below to hold office until the next annual meeting and until their respective successors shall have been duly elected and qualified. The voting results for this Proposal 1 were as follows:

(b)	Proposal 2: The stockholders ratified Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2017. The voting results for this Proposal 2 were as follows:

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(c)	Proposal 3: The stockholders approved the Fourth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan. The voting results for this Proposal 3 were as follows:

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