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
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Officer, and the Company entered into a Mutual Fund Share
Incentive Agreement (the “MFSI Agreement”). The MFSI Agreement
provides that Mr. Freeman is eligible to earn (i) $500,000 (the
“Target Bonus Amount”) if the Westwood Income Opportunity Fund
(the “Fund”) receives a 4-star overall rating from Morningstar
for the Fund performance period that commenced on January 1, 2017
and ends on December 31, 2017 (the “Performance Period”) and
(ii) $1 million (the “Maximum Bonus Amount”) if the Fund
receives a 5-star overall rating from Morningstar for the
Performance Period, either of which is subject to vesting as
further described below. The MFSI Agreement alternatively
provides that Mr. Freeman is eligible to earn (i) the Target
Bonus Amount if the Fund receives a 3-star overall rating, and
(ii) $1 million if the Fund receives a 4-star or 5-star overall
rating, but for both (i) and (ii), only in the event the Fund is
classified in the Allocation-50-70% Equity Category reported by
Morningstar at the end of the Performance Period, and the Funds
Morningstar Risk Rating for the Performance Period is
“Average,” “Below Average,” or “Low.”
a 3, 4 or 5-star overall rating from Morningstar, then the amounts
of $500,000 or $1 million, as applicable, will be notionally
credited to a bookkeeping account in Mr. Freeman’s name (the
“Account”) maintained by the Company and converted, on a notional
basis, to a number of shares of the Fund (“Fund Shares”) equal to
any bonus amount divided by the net closing value of a Fund Share
on the date such bonus amount is credited to the Account. The value
of the Account adjusts (up or down) to reflect changes in the net
value of the Fund Shares credited to the Account. If and when
distributions are paid by the Fund with respect to its shares, the
Company would credit the Account with additional Fund Shares having
a value equal to the amount of the distributions that would have
been payable if the Fund Shares credited to the Account were issued
and outstanding.
Account will vest 50% on December 31, 2018 and 50% on December 31,
2019, provided that he remains continuously employed by the Company
through those dates. If Mr. Freeman’s employment terminates prior
to the vesting dates above, Mr. Freeman will forfeit his rights
under the MFSI Agreement, except in the case of (i) his death, (ii)
his disability, or (iii) to terms specified in the employment
agreement between the Company and Mr. Freeman effective January 1,
2017. Payment of the amount credited to the Account may, in the
Compensation Committees discretion, be in Fund Shares, cash or
other property, and subject to any applicable tax withholding.
Payment is due within 30 days of the applicable date of vesting.
is qualified in its entirety by reference to the Form of Mutual
Fund Share Incentive Agreement, which is attached hereto as Exhibit
10.1 and is incorporated herein by reference. The Compensation
Committee expects that the Form of Mutual Fund Share Incentive
Agreement will be used for future grants of mutual fund share
incentive awards to Mr. Freeman.
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10.1
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Form of Mutual Fund Share Incentive Agreement
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About WESTWOOD HOLDINGS GROUP, INC. (NYSE:WHG)
Westwood Holdings Group, Inc. (Westwood) is a holding company. Through its subsidiaries, the Company manages investment assets and provides services. The Company operates through its subsidiaries, which include Westwood Management Corp. and Westwood Advisors, LLC (together, Westwood Management), Westwood International Advisors Inc. (Westwood International) and Westwood Trust. The Company operates through two segments: Advisory and Trust. The Company’s advisory segment comprises Westwood Management and Westwood International, and encompasses three distinct investment teams: the United States Value Team, the Global Convertible Securities Team, and the Global and Emerging Markets Equity Team. The Company, through Westwood Trust, provides fiduciary and investment services to high net worth individuals and families, non-profit endowments and foundations, public and private retirement plans and individual retirement accounts (IRAs). WESTWOOD HOLDINGS GROUP, INC. (NYSE:WHG) Recent Trading Information
WESTWOOD HOLDINGS GROUP, INC. (NYSE:WHG) closed its last trading session down -0.60 at 51.60 with 35,403 shares trading hands.