AMTD TD Ameritrade Holding Corporation

 

 

UNITED STATES

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): January 13, 2015

 

 

TD Ameritrade Holding Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-35509		82-0543156
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

200 South 108th Avenue Omaha, Nebraska		68154
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (402) 331-7856

(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))

 

 

 

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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.

On January 13, 2015, William J. Gerber, TD Ameritrade’s chief financial officer, notified TD Ameritrade of his intention to retire on September 30, 2015 after sixteen years with TD Ameritrade, nine as executive vice president and chief financial officer. Until the date of his retirement, he will continue to serve as the chief financial officer of TD Ameritrade.

In connection with his retirement, Mr. Gerber and TD Ameritrade agreed as follows:

 

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cash payment, in an aggregate amount of $2.5 million, to be paid over four years following the date of his retirement (subject to required withholdings) in exchange for entering into a consulting and release of claims agreement containing customary terms, including a non-competition agreement for 24 months and providing support and counsel to the CEO and his successor to assist in the transition of the CFO responsibilities

 

•

accelerated vesting of all unvested restricted stock units on the date of his retirement, which have a market value of approximately $2.6 million (based on the closing price of common stock of TD Ameritrade on January 9, 2015)

 

•

non-solicitation and mutual non-disparagement agreement, as well as a customary confidentiality covenant

 

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standard release in favor of TD Ameritrade and its officers, directors, employees, shareholders, affiliates, subsidiaries, predecessor and successor corporations and assigns

 

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continued health benefits pursuant to COBRA continuation coverage for Mr. Gerber and any eligible dependents, with TD Ameritrade paying the employer portion of any premiums for continued health benefits under any group medical or dental plan until 24 months following his retirement

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Exhibit
99.1		Press Release dated January 13, 2015

 

2

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SIGNATURE

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.

 

				TD AMERITRADE HOLDING CORPORATION
Date: January 13, 2015				By:		/s/ Ellen L.S. Koplow
						Name: Ellen L.S. Koplow
						Title: Executive Vice President, General Counsel

Exhibit 99.1

 

 

For Media:		For Investors:
Katrina Booker		Jeff Goeser
Communications & Public Affairs		Investor Relations & Finance
402-597-8485		402-597-8464
katrina.booker@tdameritrade.com		jeffrey.goeser@tdameritrade.com
@TDAmeritradePR

TD Ameritrade CFO to Retire at the end of Fiscal 2015

OMAHA, Neb., January 13, 2015 – TD Ameritrade (NYSE:AMTD), today announced that after sixteen years with the Company, nine as executive vice president and chief financial officer, Bill Gerber will retire at the end of fiscal 2015.

“Bill’s impact over the past 16 years is evident in every facet of our business. His guidance and expertise through rapid growth, mergers and acquisitions and the financial crisis have been instrumental to TD Ameritrade’s success,” said Fred Tomczyk, president and chief executive officer. “As CFO he has always provided sound fiscal management that has been instrumental in our ability to create one of the best run investment firms in the country. Over his tenure we have amassed more than $650 billion in client assets and moved from a non-investment grade to a single A credit rating.”

“I have had the unique opportunity to be a part of the transformation and growth of a truly extraordinary company,” said Gerber. “I am proud of the shareholder value that we have created, the strategic acquisitions we have made and the sound financial footing of the firm. I am also proud of TD Ameritrade and the people I have had the privilege to work with.”

As CFO, Bill oversees investor relations, business development, finance and tax functions. He started with TD Ameritrade in 1999 as director of finance and was promoted to CFO in 2006. Gerber was named to Institutional Investor Magazine’s “All America Executive Team” as one of the top 3 CFOs in the “Brokers, Asset Managers and Exchanges” category in 2012, 2013 and 2014.

For the latest news and information about TD Ameritrade, follow the Company on Twitter, @TDAmeritradePR.

Source: TD Ameritrade Holding Corporation

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About TD Ameritrade Holding Corporation

Millions of investors and independent registered investment advisors (RIAs) have turned to TD Ameritrade’s (NYSE: AMTD) technology, people and education to help make investing and trading easier to understand and do. Online or over the phone. In a branch or with an independent RIA. First-timer or sophisticated trader. Our clients want to take control, and we help them decide how—bringing Wall Street to Main Street for more than 39 years. An official sponsor of the 2014 and 2016 U.S. Olympic and Paralympic Teams, as well as an official sponsor of the National Football League for the 2014, 2015 and 2016 seasons, TD Ameritrade has time and again been recognized as a leader in investment services. Please visit TD Ameritrade’s newsroom or www.amtd.com for more information.

Brokerage services provided by TD Ameritrade, Inc., member FINRA (www.FINRA.org) /SIPC (www.SIPC.org)