HF Return Stacked Bonds & Managed Futures ETF DGA Absolute

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): July 1, 2019

One Victory Park

2323 Victory Avenue, Suite 1200

Dallas, Texas 75219

(Address of principal executive offices) (Zip Code)

(214) 265-0880

(Registrant’s telephone number, including area code)

(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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  ☐

Introductory Note

As previously disclosed, on March 18, 2019, HFF, Inc., a Delaware corporation (the “Company” or “HFF”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Jones Lang LaSalle Incorporated, a Maryland corporation (“Parent” or “JLL”), JLL CM, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and JLL CMG, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger LLC”). The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub will merge with and into the Company (the “Merger”), with the Company as the surviving corporation (the “Surviving Corporation”), and (ii) following the completion of the Merger, the Surviving Corporation will merge with and into Merger LLC (the “Subsequent Merger”), with Merger LLC surviving the Subsequent Merger and continuing as a wholly owned subsidiary of Parent (the “Surviving Company”).

On July 1, 2019 (the “Closing Date”), upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law, the Merger and the Subsequent Merger were completed. At the effective time of the Merger (the “Effective Time”), the separate corporate existence of Merger Sub ceased, and HFF survived the Merger as a wholly owned subsidiary of Parent. Following the completion of the Merger, the Surviving Corporation merged with and into Merger LLC, with Merger LLC surviving the Subsequent Merger and continuing as a wholly owned subsidiary of Parent.

The description of the Merger Agreement and the transactions contemplated thereunder, including the Merger and the Subsequent Merger, in this Current Report on Form 8-K does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2019, and is incorporated by reference herein.

Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, JLL, Merger Sub, Merger LLC or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or JLL’s public disclosures.

The proposal to elect each of Deborah H. McAneny and Steven E. Wheeler, both as Class I directors, for a term expiring upon the earlier of (A) the completion of the Merger and (B) the 2022 annual meeting of stockholders and until each of their respective successors are duly elected and qualified, receiving the affirmative vote of approximately 86.7% of the Company Shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting, in the case of Deborah H. McAneny, and the affirmative vote of approximately 88.6% of the Company Shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting, in the case of Steven E. Wheeler.

4.    Proposal to ratify the appointment of Ernst & Young LLP as HFF’s independent registered certified public accountants for the year ending December 31, 2019.

The proposal to ratify the appointment of Ernst & Young LLP as HFF’s independent registered certified public accountants for the year ending December 31, 2019 was approved, receiving the affirmative vote of approximately 98.3% of the Company Shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting.

5.    Proposal to approve, by a non-binding advisory vote, the compensation of HFF’s named executive officers.

The proposal to approve, by a non-binding advisory vote, the compensation of HFF’s named executive officers was approved, receiving the affirmative vote of approximately 87.6% of the Company Shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting.