Current Report Filing (8-k)
April 19 2018 - 9:11AM
Edgar (US Regulatory)
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
April 18, 2018
(Date of Report; date of earliest event reported)
Commission file number:
1-3754
ALLY FINANCIAL INC.
(Exact name of registrant as specified in
its charter)
(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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Ally Detroit Center
500 Woodward Ave.
Floor 10, Detroit, Michigan
48226
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(Address of principal executive offices)
(Zip Code)
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(866) 710-4623
(Registrant’s telephone
number, including area code)
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 (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
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.
o
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Ally Financial Inc. (
Ally
) has announced the following
organizational changes effective April 18, 2018:
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the appointment of Douglas R. Timmerman as President of Auto Finance;
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the resignation of Timothy M. Russi from that position and his appointment
as Vice Chairman of Auto Finance through October 1, 2018;
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the appointment of Mark A. Manzo as President of Insurance;
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the appointment of David P. Shevsky as Chief Operating Officer of Auto
Finance; and
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the appointment of Jason E. Schugel as Chief Risk Officer.
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Ally and Mr. Russi have executed a Separation and
Transition Services Agreement (the
Agreement
) effective April 18, 2018. The Agreement provides for Mr. Russi (1) to
receive his current base salary and remain eligible for equivalent benefits and perquisites through his departure from Ally
on October 1, 2018, (2) to receive as soon as reasonably practicable after October 1, 2018, a lump-sum cash payment of
$600,000, which is equal to 52 weeks of his current base salary, (3) to receive up to $20,000 in executive outplacement
assistance, (4) to fully vest on October 1, 2018, in his then unvested time-based restricted stock awards, with each award
settling as originally scheduled, (5) to fully vest on October 1, 2018, in his then unvested performance-based restricted
stock awards, with each award settling as originally scheduled subject to (a) the achievement of the related performance
goals and (b) if the achievement of the related performance goals exceeds the target, a proration of the number of shares
distributable in excess of the target number of shares based on the number of calendar days during the performance period
when Mr. Russi was employed by Ally, (6) to receive a lump-sum cash payment of $850,000, which is equal to his estimated
cash-based incentive opportunity for performance in 2018, the week of April 1, 2019 and (7) to receive $1,450,000 in
cash, payable in three equal installments at approximately the same time in 2020, 2021, and 2022 when cash-based incentive
awards are paid to Ally’s named executive officers for performance in 2019, 2020, and 2021 respectively (such date no
later than May 1 of each year), which in the aggregate is equal to his estimated equity-based incentive opportunity for
performance in 2018. The Agreement also includes terms and conditions governing Mr. Russi’s provision of services to
Ally until his departure on October 1, 2018, his general release of claims subject to customary exceptions, his covenant not
to compete with Ally’s auto-finance business through April 1, 2019, his obligations of confidentiality and cooperation,
and other customary provisions. A copy of the Agreement is attached as Exhibit 10.1 and incorporated by reference.
Item 7.01 Regulation FD Disclosure.
On April 19, 2018, Ally issued a press release with the announcement
described in Item 5.02. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference. The information
in this Item 7.01 and Exhibit 99.1 is being furnished and is not deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements 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.
Dated: April 19, 2018
Ally Financial Inc.
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Registrant
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By:
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/s/ Jeffrey A. Belisle
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Jeffrey A. Belisle
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Corporate Secretary
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INDEX TO EXHIBITS
Exhibit No.
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Description
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10.1
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Separation and Transition Services Agreement, effective April 18, 2018, by and between Ally Financial Inc. and Timothy M.
Russi
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99.1
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Press Release, dated April 19, 2018
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