FBR Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Retention Program

On March8, 2017, FBR Co. (the Company) granted awards under two
retention and incentive arrangements (the Retention Programs)
designed to further the long-term growth of the Company by
providing incentives in respect of the Companys common stock and
to assist the Company in retaining key employees of experience
and ability. Richard J. Hendrix, the President and Chief
Executive Officer of the Company, Bradley J. Wright, Executive
Vice President and Chief Financial Officer of the Company, Adam
Fishman, Executive Vice President and Head of Institutional
Brokerage and Kenneth Slosser, Executive Vice President and Head
of Investment Banking will participate in the Retention Programs,
along with 41 other key employees.

An award under the Retention Programs represents an interest in
the Award Pools established under the Retention Programs. The
Award Pools consist of a fixed number of shares of Company
restricted common stock units (RSU Pools) drawn from the shares
available under the Companys 2006 Long-Term Incentive Program
(Stock Plan). Each participant in the Retention Programs has been
allocated an interest in the aggregate Award Pools. Because the
number of Participants is fixed at the outset of the Retention
Programs, and the aggregate Award Pools are likewise fixed, any
forfeiture of awards by participants who cease to be employed by
the Company will result in the remaining Participants being
entitled to a proportionately larger share of the Award Pools
assuming that they remain employed through the vesting date or as
otherwise specified in the Retention Programs. The aggregate
number of RSUs subject to the Retention Programs is 350,000,
consisting of 175,000 RSUs under a plan that provides for a
one-year vesting period (the One Year Retention Program) and the
remaining 175,000 RSUs under a plan that provides for a two-year
vesting period (the Two Year Retention Program).

Under the One Year Retention Program, subject to accelerated
vesting in certain limited circumstances, awards will vest if the
employee participant remains employed by the Company as of the
first anniversary following the date of the award, and under the
Two Year Retention Program, subject to accelerated vesting in
certain limited circumstances, awards will vest if the employee
participant remains employed by the Company as of the second
anniversary following the date of the award. In general, the
Company will issue shares of Company common stock (or, in the
discretion of the Compensation Committee of the Board of
Directors, a cash payment based on the per share fair market
value (as defined in the Stock Plan)) in settlement of the vested
RSU Pool awards. The foregoing description of the Retention
Programs is qualified in its entirety by reference to the
Retention Programs and to the related award letters and
restricted stock unit agreements filed as Exhibits hereto, and to
the Stock Plan, which has been previously filed by the Company.

Under the Retention Programs, awards to the Named Executive
Officers were as follows: (1)Richard J. Hendrix, the Companys
Chairman, President and Chief Executive Officer received RSU
grants from the RSU Pools valued at approximately $500,000, split
evenly between the One Year Retention Program and the Two Year
Retention Program; (2)Bradley J. Wright, the Companys Executive
Vice President and Chief Financial Officer, received RSU grants
from the RSU Pools valued at approximately $400,000, split evenly
between the One Year Retention Program and the Two Year Retention
Program; (3)Adam J. Fishman, the Companys Executive Vice
President and Head of Institutional Brokerage received RSU grants
from the RSU Pools valued at approximately $500,000, split evenly
between the One Year Retention Program and the Two Year Retention
Program; and (4)Kenneth P. Slosser, the Companys Executive Vice
President and Head of Investment Banking received RSU grants from
the RSU Pools valued at approximately $500,000, split evenly
between the One Year Retention Program and the Two Year Retention
Program.

Exhibits.

About FBR & CO. (NYSE:FBR)

Fibria Celulose S.A. (Fibria) is a forestry company, which is engaged in the production of eucalyptus pulp. The Company is engaged in the production and sale of short fiber pulp from its pulp production facilities located in the cities of Aracruz (State of Espirito Santo), Tres Lagoas (State of Mato Grosso do Sul), Jacarei (State of Sao Paulo) and Eunapolis (State of Bahia). The Company’s activities are focused on the growth of renewable and forests, and the manufacture and sale of bleached eucalyptus kraft pulp. The Company’s annual production capacity is approximately 5.3 million tons of pulp. Fibria has over 969,000 hectares of forests, with approximately 568,000 hectares of planted forests, over 338,000 hectares of environmental preservation and conservation areas, and approximately 63,000 hectares destined for other uses. The pulp produced by Fibria is exported to approximately 40 countries. The pulp produced for export is delivered to customers by sea and through various ports.

FBR & CO. (NYSE:FBR) Recent Trading Information

FBR & CO. (NYSE:FBR) closed its last trading session down -0.01 at 8.34 with 2,090,772 shares trading hands.