LEGG MASON, INC. (NYSE:LM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02>>>>>>>Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
LEGG MASON, INC. (NYSE:LM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 20, 2019, Legg Mason, Inc. (the “Company”) increased the size of its Board of Directors (the “Board”) from ten to twelve directors and appointed each of Nelson Peltz and Edward P. Garden as a Director, effective immediately. Mr. Peltz is the Chief Executive Officer and a Founding Partner, and Mr. Garden is the Chief Investment Officer and a Founding Partner, of Trian Fund Management, L.P. (“Trian”), an investment management firm. Trian beneficially owns approximately 4.5% of the Company’s outstanding common stock.
The Company and Trian have agreed that Mr. Peltz, Mr. Garden and a third independent director, to be identified by Trian and approved by the Board, will be included in the Company’s slate of nominees for election to the Board at the 2019 annual meeting of stockholders.
The Board has determined that each of Mr. Peltz and Mr. Garden is an independent director under the Company’s Policy Regarding Director Independence Determinations and the New York Stock Exchange listing standards, and that Mr. Garden satisfies the standards for independence for members of a compensation committee under the New York Stock Exchange listing standards.
The Board has appointed Mr. Peltz to the Nominating & Corporate Governance Committee and the Finance Committee and Mr. Garden to the Nominating & Corporate Governance Committee and the Compensation Committee.
Mr. Peltz and Mr. Garden will each receive the same compensation from the Company as the other non-employee members of the Board of Directors. The Company’s Director compensation program is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 20, 2018. Each of Mr. Peltz and Mr. Garden has advised the Company that, to his arrangement with Trian, he intends to transfer to Trian, or hold for the benefit of Trian, all director compensation paid to him.
In the ordinary course of their asset management businesses, subsidiaries of the Company may from time to time invest client assets in companies for which Mr. Peltz or Mr. Garden may be a director or in which Mr. Peltz, Mr. Garden, their affiliates or funds managed by Trian may be significant stockholders or invest client assets in funds and other investment vehicles managed by Trian and its affiliates.
The Company issued a press release on May 20, 2019 announcing the appointments of Mr. Peltz and Mr. Garden, which is furnished as Exhibit 99.1.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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LEGG MASON, INC. Exhibit
EX-99.1 2 trianpressreleasefinal.htm EXHIBIT 99.1 Exhibit News ReleaseFor Immediate ReleaseMedia:For Legg Mason For TrianMary Athridge Anne Tarbell+1 212-805-6035 +1 212-451-3030mkathridge@leggmason.com atarbell@trianpartners.comInvestor Relations:For Legg MasonAlan Magleby+1 410-454-5246amagleby@leggmason.comLEGG MASON APPOINTS NELSON PELTZ AND ED GARDEN OF TRIAN PARTNERS TO BOARD OF DIRECTORS•Trian to identify one additional independent director,… To view the full exhibit click here
About LEGG MASON, INC. (NYSE:LM) Legg Mason, Inc. is a holding company. The Company and its subsidiaries are principally engaged in providing asset management and related financial services to individuals, institutions, corporations and municipalities. The Company operates through Global Asset Management segment. Global Asset Management provides investment advisory services to institutional and individual clients and to the Company-sponsored investment funds. The Company, through its subsidiaries, provides investment management and related services to institutional and individual clients, Company-sponsored investment funds and retail separately managed account programs. It offers its products and services directly and through various financial intermediaries. It has operations principally in the United States and the United Kingdom and also has offices in Australia, Bahamas, Brazil, Canada, Chile, China, Dubai, France, Germany, Italy, Japan, Luxembourg, Poland, Singapore, Spain, Switzerland and Taiwan. |