UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 2627, 2013

LOGO

EPOCH HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-9728

20-1938886

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


399 Park Avenue, New York, NY				10022
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (212) 303-7200

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:

¨	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))

~~Item 5.07. Submission~~Introductory ofNote ~~Matters to a Vote of Security Holders.~~

On March 27, 2013, Epoch Holding Corporation (“Epoch”) ~~held~~completed athe ~~Special~~merger ~~Meeting~~contemplated by the Agreement and Plan of ~~Stockholders~~Merger on(the ~~March~~“Merger Agreement”), dated as of December 266, 2012, ~~2013~~by and between Epoch, The Toronto-Dominion Bank (~~the~~“TD”) and Empire Merger Sub, Inc., a wholly-owned subsidiary of TD (“~~Special Meeting~~Merger Sub”). AtPursuant to the ~~Special~~Merger ~~Meeting~~Agreement, Epoch’s ~~stockholders:~~was acquired by TD through a merger of Merger Sub with and into Epoch (the “Merger”), with Epoch continuing as the surviving corporation (the “Surviving Corporation”) following the Merger.

•Item 3.01. ~~Approved~~Notice ~~the adoption~~ of ~~the~~Delisting ~~Agreement~~or ~~and~~Failure ~~Plan~~to ofSatisfy ~~Merger (the “Merger Agreement”), dated as of December 6, 2012, by and between Epoch, The Toronto-Dominion Bank (“TD”), and Empire Merger Sub, Inc.,~~ a ~~wholly-owned~~Continued ~~subsidiary~~Listing ofRule TDor ~~(“Merger~~Standard; ~~Sub”),~~Transfer ~~which provides for the merger~~ of ~~Merger~~Listing. ~~Sub, with and into Epoch (the “Merger”), with Epoch continuing as the surviving corporation; and~~

• On aMarch 27, ~~non-binding~~2013, ~~advisory~~in ~~basis~~connection with the Merger, ~~approved~~Epoch ~~certain~~notified ~~compensation~~The NASDAQ Stock Market (“NASDAQ”) that ~~will~~the orMerger ~~may~~had ~~become~~been ~~payable~~completed byand requested that trading of Epoch tocommon ~~its~~stock ~~named~~on NASDAQ ~~executive~~be ~~officers~~suspended inon ~~connection~~March 27, 2013. In addition, Epoch requested that NASDAQ file with the ~~consummation~~Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist Epoch common stock from NASDAQ and deregister Epoch common stock under Section 12(b) of the ~~Merger~~Securities Exchange Act of 1934, as amended (the “Exchange Act”), on March 27, 2013. Epoch intends to file a certificate on Form 15 requesting that Epoch’s common stock be deregistered under Section 12(g) of the Exchange Act and that Epoch’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

In connection with the Special Meeting, Epoch also solicited proxies with respect to the adjournment of the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the Merger AgreementItem 3.03. ~~Because~~Material ~~there~~Modification ~~were sufficient votes from Epoch’s stockholders~~ to ~~approve~~Rights ~~the proposal to adopt the Merger Agreement, adjournment~~ of ~~the~~Security ~~Special Meeting to solicit additional proxies was unnecessary, and the proposal to adjourn the Special Meeting was tabled~~Holders.

~~Each~~Pursuant ~~proposal~~to isthe ~~described~~terms inof ~~detail~~the inMerger ~~Epoch’s~~Agreement, ~~definitive~~at ~~proxy~~the ~~statement~~effective ~~dated~~time ~~February 25,~~of ~~2013~~the ~~which~~Merger ~~was~~(the ~~filed~~“Effective ~~with~~Time”), ~~the~~each share of Epoch ~~Securities~~common ~~and~~stock ~~Exchange~~(other ~~Commission~~than ontreasury ~~February 25,~~shares ~~2013,~~held by Epoch and ~~first~~any ~~mailed~~shares toof Epoch’s ~~stockholders~~common onstock held by TD or ~~about~~any ~~February 25~~wholly-owned subsidiary of TD or Epoch) will be converted into the right to receive an amount in cash equal to $28.00, ~~2013~~without interest and less any applicable withholding taxes (the “Merger Consideration”). ~~Stockholders~~Each ~~owning~~option ato ~~total~~acquire ofEpoch ~~23,868,559~~common ~~shares~~stock ~~voted~~that is outstanding at the ~~Special~~Effective ~~Meeting,~~Time ~~representing~~will ~~approximately~~be canceled in exchange for the right to receive the Merger Consideration minus ~~84%~~the exercise price per share of the ~~shares~~option. Each share of restricted Epoch’s common stock that is outstanding asat ofthe Effective Time will convert into the ~~record~~right ~~date~~to ~~for~~receive the ~~Special~~Merger ~~Meeting~~Consideration per share of restricted stock.

The ~~final~~foregoing ~~results~~ description of ~~voting~~the onMerger ~~each~~and of the ~~matters~~Merger ~~submitted~~Agreement does not purport to abe ~~vote~~complete and is qualified in its entirety by reference to the full text of the ~~stockholders~~Merger ~~during~~Agreement, which was filed as Exhibit 2.1 to the ~~Special~~Company’s ~~Meeting~~Current ~~are~~Report ~~set~~on ~~forth~~Form ~~below:~~8-K with the SEC on December 6, 2012, and is incorporated herein by reference.

	For	Against	Abstentions
1) Approval of Merger Agreement	19,891,516	18,062	225,108
	For	Against	Abstentions
2) Approval of Merger-related compensation	16,990,526	1,435,602	1,708,558

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 85.~~01. Other~~03 ~~Events~~is incorporated herein by reference.

~~On March~~Item ~~26, 2013, Epoch issued a press release announcing that its stockholders had approved the adoption of the Merger Agreement at the Special Meeting~~5.03. ~~The~~Amendments ~~full~~to ~~text~~Articles of ~~the~~Incorporation ~~press~~or ~~release~~By-laws; ~~is attached~~Change ~~hereto as Exhibit 99.1 and is incorporated herein~~ in ~~its~~Fiscal ~~entirety by reference~~Year.

~~Item 9~~In accordance with the Merger Agreement, at the Effective Time, Epoch’s certificate of incorporation and by-laws were amended and restated to be the same as the certificate of incorporation and by-laws of Merger Sub, as in effect immediately prior to the Effective Time, except that the name of the surviving corporation remained “Epoch Holding Corporation”.~~01 Financial~~ ~~Statements~~The amended and restated certificate of incorporation of Epoch and amended and restated by-laws of Epoch are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

ExhibitNumber		Description
99.1		Press Release issued by Epoch Holding Corporation, dated March 26, 2013.
2.1		Agreement and Plan of Merger, dated as of December 6, 2012, by and between Epoch Holding Corporation, Empire Merger Sub, Inc. and The Toronto-Dominion Bank (incorporated by reference to Exhibit 2.1 to Epoch’s Current Report on Form 8-K filed with the SEC on December 6, 2012).
3.1		Amended and Restated Certificate of Incorporation of Epoch Holding Corporation.
3.2		Amended and Restated By-laws of Epoch Holding Corporation.

SIGNATURES

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 thereunto duly authorized.

	EPOCH HOLDING CORPORATION
	(Registrant)
Date: March 26, 2013
Date: March 27, 2013
	By:	/s/ Adam Borak
		Name: Adam Borak
		Title: Chief Financial Officer

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