UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of 1934 ~~reported) February 25, 2013 (February 25, 2013)~~

~~Duff~~Date &of ~~Phelps~~Report ~~Corporation~~ (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inApril 22, ~~its~~2013 ~~charter~~(April 22, 2013)

Delaware	001-33693	20-8893559
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

DUFF & PHELPS CORPORATION

55 East 52nd Street, 31st Floor, New York, New York		10055
(Address of principal executive offices)		(Zip Code)

(Exact name of Registrant as specified in its charter)

Registrant's telephone number, including area code (212) 871-2000

Delaware

001-33693

20-8893559

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

~~N/A~~55 ~~(Former~~East ~~name~~52nd ofStreet, ~~former~~31st ~~address~~Floor, ifNew ~~changed~~York, ~~since~~New ~~last~~York ~~report)~~10055

~~Check~~(Address ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~principal ~~registrant~~executive ~~under~~offices, ~~any~~including ofzip ~~the following provisions (see General Instruction A.2. below~~code):

(212) 871-2000

(Registrant’s telephone number, including area code)

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 2 5.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~February 25~~April 22, 2013, ~~Duff~~at a special meeting (the “Special Meeting”) of stockholders of Duff & Phelps Corporation, ~~issued~~ a ~~press~~Delaware corporation ~~release~~(the ~~announcing~~“Company”), ~~its~~the ~~financial~~Company’s ~~results~~stockholders ~~for~~approved the ~~quarter~~proposal to adopt the Agreement and ~~year~~Plan ~~ended~~of ~~December~~Merger, 31dated December 30, 2012~~. A~~ ~~copy~~(the “Merger Agreement”), by and among the Company, Duff & Phelps Acquisitions, LLC, a Delaware limited liability company and wholly owned subsidiary of the ~~press~~Company ~~release~~(“DPA”), isDakota ~~furnished~~Holding asCorporation, ~~Exhibit~~a 99Delaware corporation (“Parent”), Dakota Acquisition I, Inc.1, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), and Dakota Acquisition II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub I (“Merger Sub II”), pursuant to ~~this~~which ~~Current~~Merger ~~Report~~Sub onII ~~Form~~will ~~8-K~~merge with and isinto ~~incorporated~~DPA in(the ~~this~~“DPA ~~report~~Merger”) with DPA surviving as ifa ~~fully~~wholly ~~set~~owned ~~forth~~subsidiary ~~herein. All~~of ~~information~~Merger inSub I and immediately thereafter Merger Sub I will merge with and into the ~~press~~Company ~~release~~(together with the DPA Merger, the “Mergers”) with the Company surviving as a wholly owned subsidiary of Parent. Parent is ~~furnished~~affiliated ~~but~~with ~~not~~entities ~~filed~~or funds managed by The Carlyle Group, Stone Point Capital, Pictet & Cie and Edmond de Rothschild Group.

~~Item~~The 9approval to adopt the Merger Agreement required the affirmative vote of the holders of at least a majority of the shares of the Company’s Class A and Class B common stock (voting together as a single class) outstanding as of the close of business on March 18, 2013, the record date for the Special Meeting.01 ~~Financial~~The ~~Statements~~approval of, on an advisory (non-binding) basis, certain agreements or understandings with, and ~~Exhibits~~items of compensation payable to, the Company’s named executive officers in connection with the Mergers (the “Golden Parachute” compensation) required the affirmative vote of a majority of the votes cast by stockholders of the Company’s Class A and Class B common stock (voting together as a single class) present in person or represented by proxy and entitled to vote on the proposal, whether or not a quorum was present, and was not a condition to the completion of the Mergers. Finally, the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement was not submitted for a vote.

99The issued and outstanding shares of stock of the Company entitled to vote at the Special Meeting consisted of 42,157,586 shares of the Company’s Class A common stock.1 ~~Press~~As ~~release~~of the record date for the Special Meeting, ~~dated~~there ~~February~~were 25no shares of the Company’s Class B common stock outstanding. Set forth below, ~~2013~~with respect to each such proposal, are the number of votes cast for or against and the number of abstentions.

~~SIGNATURE~~Proposal 1: Adopt the Merger Agreement

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 hereunto duly authorized.


FOR		AGAINST		ABSTAIN
	29,575,028		44,190		1,082,797

~~DUFF~~Proposal &2: ~~PHELPS~~Approve ~~CORPORATION~~on ~~/s/~~Advisory ~~Patrick~~(Non-Binding) M.Basis, ~~Puzzuoli~~the ~~Patrick~~Golden M.Parachute ~~Puzzuoli~~Compensation ~~Executive Vice President & Chief Financial Officer~~

Dated: February 25, 2013


FOR		AGAINST		ABSTAIN
	20,960,096		7,631,762		2,110,157

~~DUFF~~SIGNATURES ~~& PHELPS CORPORATION~~

~~CURRENT~~Pursuant ~~REPORT~~to ONthe ~~FORM~~requirements ~~8-K~~of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Report~~DUFF ~~dated~~& ~~February~~PHELPS 25CORPORATION By: /s/ Edward S. Forman Name: Edward S. Forman Title: Executive Vice President, ~~2013~~General Counsel & Secretary

Date: ~~EXHIBIT~~April 22, ~~INDEX~~2013

Exhibit No.	Description
99.1	Press Release, dated February 25, 2013.

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