KCG Holdings, Inc. (NYSE:KCG) Files An 8-K Results of Operations and Financial Condition
Item2.02
| Results of Operation and Financial Condition |
See Item7.01
Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(b) |
On January18, 2017, each of Rene Kern and John C. (Hans) Morris,
each a member of the board of directors (the Board) of KCG
Holdings, Inc. (the Company), informed the Company that he will
not be seeking reelection at the Companys 2017 Annual Meeting of
Stockholders. The decisions by Messrs. Kern and Morris not to
seek reelection to the Board did not involve any disagreements
with the Company, the Companys management or the Board.
(d) |
On January18, 2017, the Board increased its size to thirteen
directors and elected Peter Fisher, Colin Smith, Heather Tookes
and Adrian Weller (together, the New Directors) to fill the
vacancies on the Board created by the increase in the size of the
Board. No decisions have been made regarding committee
appointments for the New Directors.
The New Directors will participate in the same compensation
policy as each of the Companys other non-employee directors.
Under such policy, upon commencing service on the Board, each New
Director was awarded an initial grant of 5,870 restricted stock
units (RSUs) (having an aggregate grant date fair value of
$80,000) and a cash retainer of $24,800, the annual cash retainer
of $80,000 prorated for the period from the date of election of
the New Directors to the Companys 2017 Annual Meeting of
Stockholders.
A copy of the press release announcing the decisions by Messrs.
Kern and Morris not to seek reelection to the Board and the
appointment of the New Directors is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
Item7.01 |
Regulation FD Disclosure |
The following information is furnished under Item2.02, Results of
Operations and Financial Condition, Item7.01, Regulation FD
Disclosure, and Item9.01 Financial Statements and Exhibits. This
information, including Exhibits 99.2 and 99.3, shall not be
deemed filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
On January19, 2017, the Company issued a press release announcing
its earnings for the fourth quarter of 2016. The press release
did not include certain financial statements, related footnotes
and certain other financial information relating to the Company
that will be filed with the Securities and Exchange Commission as
part of the Companys Annual Report on Form 10-K. A copy of the
press release is attached hereto as Exhibit 99.2.
Executives from KCG will review the earnings via teleconference
and live audio webcast at 9:00 a.m. Eastern time on January19,
2017. A copy of a visual presentation that will be a part of that
review is attached as Exhibit 99.3. Exhibits 99.2 and 99.3 are
incorporated by reference into this Current Report on Form 8-K.
Item8.01 |
Other Events |
On January18, 2017, the Board authorized a program to repurchase
up to a total of $150 million in shares of the Companys
outstanding ClassA Common Stock (Common Stock) and warrants to
purchase shares of Common Stock (Warrants), subject to compliance
with the covenants contained in the Companys debt indenture. This
authority replaces and supersedes all repurchase authority
previously granted by the Board. Under the program, the Company
may repurchase shares of Common Stock or Warrants from time to
time in open market transactions, accelerated stock buyback
programs, tender offers, privately-negotiated transactions or by
other means. Repurchases of shares may also be made under a Rule
10b5-1 plan. The timing and amount of repurchase transactions
will be based on market conditions, share price, legal
requirements and other factors. The program has no expiration
date and may be suspended, modified or discontinued at any time
without prior notice. There are no assurances that any
repurchases of shares of Common Stock or Warrants may actually
occur. The Company currently has approximately 67.2 million
shares of Common Stock outstanding (including restricted stock
units convertible into Common Stock) and 5.1 million Warrants
outstanding.
Item9.01 |
Financial Statements and Exhibits |
(a) |
Financial Statements of Businesses Acquired |
Not Applicable
(b) |
Pro Forma Financial Information |
Not Applicable
(c) |
Shell Company Transactions |
Not Applicable
(d) |
Exhibits |
Exhibit 99.1 Press Release of KCG Holdings, Inc., issued on
January19, 2017, relating to decisions by Messrs. Kern and Morris
not to seek reelection to the Board and the appointment of the
New Directors.
Exhibit 99.2 Press Release of KCG Holdings, Inc., issued on
January19, 2017.
Exhibit 99.3 KCG Holdings, Inc. Earnings Presentation, dated
January19, 2017.
KCG Holdings, Inc. (NYSE:KCG) Recent Trading Information
KCG Holdings, Inc. (NYSE:KCG) closed its last trading session down -0.09 at 13.55 with 859,681 shares trading hands.