Current Report Filing (8-k)
September 21 2018 - 8:32AM
Edgar (US Regulatory)
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: September 21, 2018
(Date
of earliest event reported)
E*TRADE
Financial Corporation
(Exact
name of Registrant as Specified in its Charter)
Delaware
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1-11921
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94-2844166
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(State or other jurisdiction
of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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11 Times Square, New York, New York 10036
(Address of
Principal Executive Offices and Zip Code)
(646) 521-4300
(Registrant’s Telephone Number, including Area
Code)
Not Applicable
(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))
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
⃞
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.
⃞
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
E*TRADE Financial Corporation (the “Company”) issued a press release
announcing, effective as of September 21, 2018 (the “Effective Date”),
Michael A. Pizzi’s appointment as the Company’s Chief Operating Officer,
in addition to his role as the Company’s Chief Financial Officer.
Prior to his appointment as Chief Operating Officer of the Company, Mr.
Pizzi, age 43, served as the Chief Financial Officer of the Company
since June 2015, responsible for all finance and accounting functions
for the Company, including financial reporting, planning, tax, treasury,
as well as the Company’s investor relations, corporate communications,
facilities and procurement functions. Prior to serving as Chief
Financial Officer, he served as the Company’s Chief Risk Officer,
corporate and bank Treasurer, and held various positions in E*TRADE’s
portfolio management and derivatives functions. Before joining the
Company in 2003, Mr. Pizzi worked in asset/liability management at both
Lehman Brothers and First Maryland Bank, as well as in capital markets
research for the Federal Reserve Board. Mr. Pizzi earned a BA in
economics from Ursinus College, is a CFA
®
charterholder,
and holds the Financial Risk Manager (FRM) designation.
In connection with his appointment as the Company’s Chief Operating
Officer, the Company has entered into a new employment agreement with
Mr. Pizzi, on the Company’s standard form of employment agreement
previously approved by the Board. Pursuant to the agreement, beginning
in 2019 Mr. Pizzi will receive an annual base salary of $650,000, an
annual cash performance bonus with an annual target of $1,475,000 and an
annual equity performance bonus with an annual target of $1,062,500 in
the form of restricted stock units (“RSU”) and $1,062,500 in the form of
performance stock units. On the Effective Date, Mr. Pizzi will also
receive a one-time grant of RSUs with a grant date value of $500,000,
which will vest ratably on each of the first three anniversaries of the
grant date.
There are no arrangements or understandings between Mr. Pizzi and any
other persons pursuant to which he was selected as Chief Operating
Officer. There are also no family relationships between Mr. Pizzi and
any director or executive officer of the Company, and he has no direct
or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1
Press
Release
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 hereunto duly authorized.
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E*TRADE FINANCIAL CORPORATION
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Dated:
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September 21, 2018
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By:
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/s/
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Lori S. Sher
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Name:
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Lori S. Sher
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Title:
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Corporate Secretary
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