VECTOR GROUP LTD. (NYSE:VGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Compensatory Arrangements of Certain Officers.
On March 9, 2018, the Board of Directors (“Board”) of Vector Group Ltd. (“Vector”), upon recommendation of the Corporate Governance and Nominating Committee, increased the size of the Board from seven directors to nine directors and appointed Paul V. Carlucci and Barry Watkins as directors to fill the vacant positions, effective immediately.
Paul V. Carlucci, age 70, was the Chairman and Chief Executive Officer of News America Marketing, a subsidiary of News Corporation (NASDAQ: NWSA) and a single-source provider of consumer advertising and promotional services, from October 1997 until his retirement in June 2014. He also served as publisher of the New York Post from September 2005 to September 2012 and was a member of the Executive Committee of News Corporation from October 1996 until his retirement in June 2014. He continued to consult to News Corporation until June 2017. He was also President and CEO of News America Publishing, Inc. (the parent company of TV Guide, Weekly Standard and News America New Media), and has held executive positions in Caldor, Inc., a 175-store general merchandise chain, RH Macy’s and the New York Daily News. He has also served on the Boards of Directors of Herald Media, Inc., the American Jewish Committee, the Children’s Miracle Network and the Guardian Angels. Mr. Carlucci holds a Bachelor of Science degree in Marketing from Fordham University.
Barry Watkins, age 53, is currently Of Counsel to DKC, a full-servicepublic relations, marketing and government affairs firm. He also serves as a senior advisor to the Madison Square Garden Company (NYSE: MSG). From 1997 to November 2017, Mr. Watkins was head of communications for Madison Square Garden L.P., Madison Square Garden Company and MSG Networks Inc. (NYSE: MSGN) and served as Executive Vice President and Chief Communications Officer from 2010 until November 2017. In his role, Mr. Watkins oversaw MSG's communications and government relations activities, as well as its extensive philanthropic efforts, and, from 2010 to 2014, the human resources department of the MSG companies. Since 2014, Mr. Watkins has also served as Chairman of the Garden of Dreams Foundation, anon-profit organization that works with the MSG companies to positively impact the lives of children facing obstacles. Mr. Watkins is a graduate of St. John’s University.
The Board has determined that both Mr. Carlucci and Mr. Watkins are independent directors within the meaning of the rules and regulations of the New York Stock Exchange. For serving as a director, each of Messrs. Carlucci and Watkins will receive a cash retainer of $3,000 for his service during the period from March 9, 2018 through March 31, 2018 after which they will receive compensation in accordance with the current compensation schedule of Vector’s current directors.
There are no arrangements or understandings between either Messrs. Carlucci or Watkins and any other person to which such individuals were appointed to serve as directors. Neither Messrs. Carlucci nor Watkins has yet been appointed to any committee of the Board. Vector is not aware of any transaction involving either Messrs. Carlucci or Watkins requiring disclosure under Item 404(a) of Regulation S-K.
About VECTOR GROUP LTD. (NYSE:VGR)
Vector Group Ltd. is a holding company. The Company is engaged in the manufacture and sale of cigarettes in the United States through its Liggett Group LLC (Liggett) and Vector Tobacco Inc. (Vector Tobacco) subsidiaries; the sale of electronic cigarettes (e-cigarettes) in the United States through its Zoom E-Cigs LLC (Zoom) subsidiary, and the real estate business through its New Valley LLC subsidiary, which is seeking to acquire or invest in additional real estate properties or projects. The Company’s business segments include Tobacco, E-Cigarettes and Real Estate. The Tobacco segment consists of the manufacture and sale of cigarettes. The E-Cigarettes segment includes the operations of the Company’s e-cigarette business. The Real Estate segment includes the Company’s investments in New Valley LLC, which includes Douglas Elliman, Escena, Sagaponack and investments in real estate ventures. Liggett’s brand portfolio includes EAGLE 20’s, PYRAMID, GRAND PRIX, LIGGETT SELECT, EVE and USA.