WESTWOOD HOLDINGS GROUP, INC. (NYSE:WHG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Approval of>2017>Annual Bonus Award to Chief Executive
Officer and Chief Investment Officer

On March 9, 2017, the Compensation Committee approved an annual
cash incentive bonus award under the Third Amended and Restated
Westwood Holdings Group, Inc. Stock Incentive Plan, as amended (the
“Plan”) for Brian O. Casey, the Companys Chief Executive Officer,
in the target amount of $1,350,000>with potential payout ranging
from 0% to 185% of target based on the Committees certification, on
or before March 15, 2018, of the Companys fiscal
2017>performance with respect to each of the following
performance measures: investment performance (weighted 25%);
service and sales (weighted 25%); financial results (weighted 40%);
and strategic goals (weighted 10%). Mr. Casey will earn 0% of his
target award for below-threshold performance, 50% for
threshold-level performance, 50% for target-level performance, and
185% for performance at or above the maximum performance level, in
each case as certified by the Compensation Committee following the
end of the 2017>fiscal year.

On March 9, 2017, the Compensation Committee approved an annual
cash incentive bonus award under the Plan for Mark R. Freeman, the
Companys Chief Investment Officer, in the target amount of
$750,000>with potential payout ranging from 0% to 185% of target
based on the Committees certification, on or before March 15, 2018,
of the Companys fiscal 2017>performance with respect to each of
the following performance measures: investment performance
(weighted 40%); strategic goals (weighted 35%); sales and service
(weighted 15%); and financial results (weighted 10%). Mr. Freeman
will earn 0% of his target award for below-threshold performance,
50% for threshold-level performance, 50% for target-level
performance, and 185% for performance at or above the maximum
performance level, in each case as certified by the Compensation
Committee following the end of the 2017>fiscal year.

(e) Award of Performance Shares to Chief Executive Officer and
Chief Investment Officer

On March 9, 2017, the Compensation Committee approved an award of
36,490>performance shares (the CEO Performance Shares) to Brian
O. Casey, the Companys Chief Executive Officer. The CEO Performance
Shares are subject to a Performance Share Agreement, dated as of
March 9, 2017 (the CEO Performance Share Agreement), under the Plan
(as defined above), and are intended to qualify for the
performance-based exception to Section 162(m). Each CEO Performance
Share represents the right to receive one share of the Companys
common stock (and any dividends declared and paid on such shares
since the grant date), subject to the achievement of specified
performance goals and time-based vesting requirements.

All of the CEO Performance Shares are subject to a performance
condition based on the Companys earnings before taxes for the
period from January 1, 2017>to December 31, 2017>(the
Performance Cycle). Mr. Casey will earn 18,245>of the CEO
Performance Shares (the CEO Category 1 Shares) if the Company
achieves earnings before taxes for the Performance Cycle equal to
or exceeding the level specified by the Compensation Committee and
set forth in the CEO Performance Share Agreement. Mr. Casey will
earn between 0% and 185% of the remaining 18,245>CEO Performance
Shares (the CEO Category 2 Shares) based on the Companys earnings
before taxes for the Performance Cycle, as measured against the
threshold, target and maximum performance levels established by the
Compensation Committee and set forth in the CEO Performance Share
Agreement. Mr. Casey will earn 0% of the CEO Category 2 Shares for
below-threshold performance, 25% for threshold-level performance,
50% for target-level performance, and 185% for performance at or
above the maximum performance level, in each case as certified by
the Compensation Committee following the end of the Performance
Cycle. The number of earned CEO Category 2 Shares for performance
between each of the performance levels will be calculated using
straight-line interpolation.

Any earned CEO Category 1 Shares and CEO Category 2 Shares will
cumulatively vest 33%, 67% and 50% on or before March 10, 2018,
2019 and 2020, respectively, subject to Mr. Caseys continuous
employment with the Company through each vesting date.
Notwithstanding, if Mr. Caseys employment terminates due to death
or Disability (as defined in the Plan) or the Company undergoes a
Change in Control (as defined in Mr. Caseys Executive Employment
Agreement, dated as of December 17, 2015), either (a) during the
Performance Cycle, all CEO Category 1 Shares and 50% of the CEO
Category 2 Shares will fully vest effective upon the termination
date or (b), following the last day of the Performance Cycle, all
of the unvested but earned CEO Category 1 Shares and CEO Category 2
Shares will fully vest. If Mr. Casey is terminated without Cause
(as defined in the Plan) or terminates his employment for Good
Reason (as defined in the CEO Performance Share Agreement), either
(a) during the Performance Cycle, all CEO Category 1 Shares and CEO
Category 2 Shares shall remain outstanding and eligible to vest as
if Mr. Caseys employment had continued and subject to achievement
of the applicable performance goals or (b) following the last day
of the Performance Cycle, all of the unvested but earned CEO
Category 1 Shares and CEO Category 2 Shares will fully vest.

On March 9, 2017, the Compensation Committee approved an award of
18,246>performance shares (the CIO Performance Shares) to Mark
R. Freeman, the Companys Chief Investment Officer. The CIO
Performance Shares are subject to a Performance Share Agreement,
dated as of March 9, 2017 (the CIO Performance Share Agreement),
under the Plan (as defined above), and are intended to qualify for
the performance-based exception to Section 162(m). Each CIO
Performance Share represents the right to receive one share of the
Companys common stock (and any dividends declared and paid on such
shares since the grant date), subject to the achievement of
specified performance goals and time-based vesting requirements.

All of the CIO Performance Shares are subject to a performance
condition based on the Companys earnings before taxes for the
Performance Cycle. Mr. Freeman will earn 9,123>of the CIO
Performance Shares (the CIO Category 1 Shares) if the Company
achieves earnings before taxes for the Performance Cycle equal to
or exceeding the level specified by the Compensation Committee and
set forth in the CIO Performance Share Agreement. Mr. Freeman will
earn between 0% and 185% of the remaining 9,123>CIO Performance
Shares (the CIO Category 2 Shares) based on the Companys earnings
before taxes for the Performance Cycle, as measured against the
threshold, target and maximum performance levels established by the
Compensation Committee and set forth in the CIO Performance Share
Agreement. Mr. Freeman will earn 0% of the CIO Category 2 Shares
for below-threshold performance, 25% for threshold-level
performance, 50% for target-level performance, and 185% for
performance at or above the maximum performance level, in each case
as certified by the Compensation Committee following the end of the
Performance Cycle. The number of earned CIO Category 2 Shares for
performance between each of the performance levels will be
calculated using straight-line interpolation.

Any earned CIO Category 1 Shares and CIO Category 2 Shares will
cumulatively vest 33%, 67% and 50% on or before March 10, 2018,
2019 and 2020, respectively, subject to Mr. Freeman’s continuous
employment with the Company through each vesting date.
Notwithstanding, if Mr. Freeman’s employment terminates due to
death or Disability (as defined in the Plan) or the Company
undergoes a Change in Control (as defined in Mr. Freeman’s
Executive Employment Agreement, dated as of November 9, 2016),
either (a) during the Performance Cycle, all CIO Category 1 Shares
and 50% of the CIO Category 2 Shares will fully vest effective upon
the termination date or (b), following the last day of the
Performance Cycle, all of the unvested but earned CIO Category 1
Shares and CIO Category 2 Shares will fully vest. If Mr. Freeman is
terminated without Cause (as defined in the Plan) or terminates his
employment for Good Reason (as defined in the CIO Performance Share
Agreement), either (a) during the Performance Cycle, all CIO
Category 1 Shares and CIO Category 2 Shares shall remain
outstanding and eligible to vest as if Mr. Freeman’s employment
had continued and subject to achievement of the applicable
performance goals or (b) following the last day of the Performance
Cycle, all of the unvested but earned CIO Category 1 Shares and CIO
Category 2 Shares will fully vest.

The foregoing description of the Performance Share Agreements are
not complete and are qualified in their entirety by reference to
the Form of Performance Share Agreement, which is attached hereto
as Exhibit 10.1 and is incorporated herein by reference. The
Compensation Committee expects that the Form of Performance Share
Agreement will be used for future grants of Performance Shares to
executives.

(e) Award of One-Time Performance Shares to Chief Investment
Officer

On March 9, 2017, the Compensation Committee approved an award of
20,000>performance shares (the One-Time Performance Shares) to
Mr. Freeman. The One-Time Performance Shares are subject to a
Performance Share Agreement, dated as of March 9, 2017 (the
One-Time Performance Share Agreement), under the Plan, and are
intended to qualify for the performance-based exception to Section
162(m). Each One-Time Performance Share represents the right to
receive one share of the Companys common stock (and any dividends
declared and paid on such shares since the grant date), subject to
the achievement of a specified performance goal and time-based
vesting requirements.

All of the One-Time Performance Shares are subject to a performance
condition based on the Companys earnings before taxes for the
period from January 1, 2017>to December 31, 2017>(the
One-Time Performance Cycle). Mr. Freeman will earn all of the
One-Time Performance Shares if the Company achieves earnings before
taxes for the One-Time Performance Cycle equal to or exceeding the
level specified by the Compensation Committee and set forth in the
One-Time Performance Share Agreement.

If earned, the One-Time Performance Shares will cumulatively vest
50% and 50% on or before March 10, 2018 and 2019, respectively,
subject to Mr. Freeman’s continuous employment with the Company
through each vesting date. The One-Time Performance Shares are
subject to the same vesting provisions with respect to a Change in
Control or any termination of Mr. Freeman’s employment as
discussed above with respect to the CIO Category 1 Shares.

The foregoing description of the One-Time Performance Share
Agreement is not complete and is qualified in its entirety by
reference to the One-Time Performance Share Agreement, which is
attached hereto as Exhibit 10.2 and is incorporated herein by
reference.

(e) Approval of Annual Umbrella Bonus Pool

On March 10, 2016, the Compensation Committee approved the adoption
of an annual bonus pool under the terms of the Plan (the Umbrella
Bonus Pool). The purpose of the Umbrella Bonus Pool is to enable
the Company to grant performance-based incentive awards to
executive officers that qualify as performance-based compensation
under Section 162(m). A participant in the Umbrella Bonus Pool is
eligible to earn an annual bonus for a specified calendar year
performance period (each such one-year period, an Umbrella
Performance Cycle) up to the amount of his or her awarded share of
the Umbrella Bonus Pool. The Compensation Committee, however, will
have complete discretion to reduce, but not increase, the amount of
the bonus, if any, payable to a participant under the Umbrella
Bonus Pool. The amount credited to the Umbrella Bonus Pool for the
2017 Umbrella Performance Cycle will be equal to twenty-five
percent (25%) of the Companys earnings before taxes for the
Umbrella Performance Cycle, as certified by the Compensation
Committee in accordance with Section 162(m). to the terms of the
Plan, the maximum amount that can be paid to a participant under
Umbrella Bonus Pool for any Umbrella Performance Cycle is
$5,000,000 (or such lesser amount as may be prescribed under the
Plan). Participants must remain continuously employed by the
Company through the payment date to receive payment of a bonus
under the Umbrellas Bonus Pool.

The Compensation Committee will approve the list of participants in
the Umbrella Bonus Pool and each participants share of the pool on
or before March 30 of each Umbrella Performance Cycle. On March 9,
2017, the Compensation Committee approved all named executive
officers as set forth in our 2017>Proxy Statement and certain
other senior employees as participants for the 2017>Umbrella
Performance Cycle.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description