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
“Company”) and Brian O. Casey, the Companys Chief Executive
Officer, entered into a Waiver of Certain Performance Shares Under
the Performance Share Agreement (the “Waiver”), whereby Mr. Casey
irrevocably and forever waived his right to receive any Category 2
performance shares earned in excess of 50% of the target, or 17,883
shares, under that certain 2016 Performance Share Agreement by and
between the Company and Mr. Casey, dated as of March 10, 2016.
qualified in its entirety by reference to the Waiver, which is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Trust President, entered into a Letter of Understanding Regarding
Transition to Chairman Role (the “Letter of Understanding”),
effective as of March 1, 2017. Under the Letter of Understanding,
Mr. Root will (i) transition from Westwood Trust President to
Westwood Trust Chairman, (ii) be paid an annual base salary of
$200,000, subject to review by the Compensation Committee of the
Board of Directors and (iii) be eligible to receive a discretionary
cash bonus with a target of 50% of his 2017 base salary, with the
amount and performance targets of such award to be established by
the Compensation Committee of the Company’s Board of Directors.
The initial term of the Letter of Understanding expires on March 1,
2018, with no automatic renewal periods.
of Understanding, the Company and Mr. Root entered into an
Employee Confidentiality and Non-Compete Agreement (the
“Confidentiality and Non-Compete Agreement”). The
Confidentiality and Non-Compete Agreement contains customary
non-competition provisions that may apply for up to one year and
non-solicitation provisions that may apply for up to two years
following termination of Mr. Root’s employment.
the Confidentiality and Non-Compete Agreement is attached hereto as
Exhibit 10.3. The foregoing description of the Letter of
Understanding and the Confidentiality and Non-Compete Agreement
does not purport to be complete and is qualified in its entirety by
reference to the complete text of the Letter of Understanding and
the Confidentiality and Non-Compete Agreement, each of which are
incorporated herein by reference.
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10.1
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Waiver of Certain Performance Shares Under the Performance
Share Agreement, dated as of February 22, 2017, between the Company and Brian O. Casey |
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10.2
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Letter of Understanding Regarding Transition to Chairman
Role, dated as of February 24, 2017, between the Company and Randall L. Root |
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10.3
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Employee Confidentiality and Non-Compete Agreement, dated as
of February 24, 2017, between the Company and Randall L. Root |
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 -3.92 at 56.86 with 40,589 shares trading hands.
