ITG Investment Technology Grp., Inc.

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

Investment Technology Group, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) on January 24, 2019.  A brief description of the matters voted upon at the Special Meeting and the results of the voting on such matters is set forth below.  At the Special Meeting, there were present, in person or by proxy, 25,947,516 shares of the Company’s common stock representing a majority of the 33,072,056 shares of the Company’s common stock outstanding and entitled to vote.  This constituted a quorum for all matters to be presented at the Special Meeting.

Proposal 1:  A proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 6, 2018, as it may be amended from time to time, by and among the Company, Virtu Financial, Inc. (“Virtu”) and Impala Merger Sub, Inc., an indirect wholly owned subsidiary of Virtu (“Merger Sub”), pursuant to which, subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Virtu, as follows:

Proposal 2:  A proposal to approve, on a non-binding, advisory basis, the compensation that certain executive officers of the Company may receive in connection with the Merger pursuant to agreements or arrangements with the Company, as follows:

Proposal 3:   A proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposal to adopt the Merger Agreement, as follows:

The adjournment proposal (Proposal 3) was rendered moot in light of the approval of the proposal to adopt the Merger Agreement (Proposal 1).

2