Attached files
| file | filename |
|---|---|
| EX-10.1 - FBR & Co. | efc10-147_ex101.htm |
| EX-10.2 - FBR & Co. | efc10-147_ex102.htm |
| EX-10.4 - FBR & Co. | efc10-147_ex104.htm |
| EX-10.3 - FBR & Co. | efc10-147_ex103.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
February
9, 2010
Date of
Report (Date of earliest event reported)
FBR
Capital Markets Corporation
(Exact
Name of Registrant as Specified in its Charter)
Virginia
(State or
Other Jurisdiction of Incorporation)
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001-33518
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20-5164223
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|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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1001
Nineteenth Street North
Arlington,
VA 22209
(Address
of Principal Executive Offices) (Zip Code)
(703)
312-9500
(Registrant's
Telephone Number, Including Area Code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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. |
(b) &
(d) Director Matters
At the
regularly scheduled meeting of the Board of Directors (the “Board”) of FBR
Capital Markets Corporation (the “Company”) on February
9, 2010 (the “Board
Meeting”), Mr. Richard M. DeMartini, one of the Company’s directors and
the Chairman of the Board’s Compensation Committee (the “Compensation
Committee”), notified the Company that, due to time constraints resulting
from other commitments, he is resigning as a director of the Company effective
as of the date of the meeting. Mr. DeMartini was elected to the Board
as a director nominee designated by Crestview Partners. Under the
Amended and Restated Voting Agreement, dated as of May 20, 2009, between the
Company and certain affiliates of Crestview Partners, Crestview Partners has a
contractual right through such affiliates to designate two director nominees to
stand for election to the Board. In light of the foregoing, Crestview
Partners designated Mr. Adam Klein, a Vice President of Crestview Partners, as a
director nominee to replace Mr. DeMartini. The Board, acting in
accordance with the Company’s Amended and Restated Bylaws, elected Mr. Klein to
the Board to fill the vacancy created by Mr. DeMartini’s
resignation. Mr. Klein will serve the remainder of Mr.
DeMartini’s term and then, at the designation of Crestview Partners, will stand
for reelection as a director nominee at the Company’s annual meeting tentatively
scheduled to be held on June 3, 2010. Mr. Klein’s committee
assignments have not been determined at the time of this filing. For
further information regarding the Company’s relationship with Crestview
Partners, including the above-referenced Amended and Restated Voting Agreement
and the Professional Services Agreement, dated as of July 20, 2006, between the
Company and Crestview Advisors, L.L.C., as well as Crestview Partners’
beneficial ownership of certain shares of the Company’s common stock, please see
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2008 and the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2009. Mr. Klein will not receive any compensation
for his service as a member of the Board.
(e) Certain
Awards and Salary Modifications
Also at
the Board Meeting, upon the recommendation of the Compensation Committee, the
Board approved the following awards and salary modifications regarding the
following named executive officers of the Company:
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·
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Richard
J. Hendrix, our President and Chief Executive Officer, was awarded a 2009
bonus consisting of $1,139,750 in cash and 209,899 restricted stock units
(“RSUs”)
granted under the Company’s 2006 Long-Term Incentive Plan (the “LTIP”). Each
such RSU represents the right to receive one share of the Company’s common
stock, par value $0.001 per share (“Common
Stock”). All such RSUs will, subject to certain
restrictions, vest fully on the third anniversary of the date of the
grant. Separately, based on a review of Mr. Hendrix’s increased
responsibilities and contributions to the Company as Chief Executive
Officer, the benefits of further aligning Mr. Hendrix’s short and long
term interests with those of the Company and shareholders and a review of
Mr. Hendrix’s equity ownership as Chief Executive Officer of the Company,
the Board also made a long term award to Mr. Hendrix consisting of the
grant under the LTIP of 750,000 RSUs and 250,000 stock
options. Each such RSU represents the right to receive one
share of Common Stock and each such stock option represents the right to
purchase one share of Common Stock. All such RSUs and options
will, subject to certain restrictions, vest in three equal installments on
the third, fourth, and fifth anniversaries of the date of the
grants. This award is a one time award and the grant of this
award does not contemplate any additional awards in the
future.
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·
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James
C. Neuhauser, our Executive Vice President and Head of Investment Banking,
was awarded a 2009 bonus consisting of $703,250 in cash and 129,512 RSUs
granted under the LTIP . Each such RSU represents the right to
receive one share of Common Stock. All such RSUs will, subject
to certain restrictions, vest fully on the third anniversary of the date
of the grant. Separately, to further align his short and long
term interests with those of the Company and shareholders, Mr. Neuhauser
was also awarded a grant under the LTIP of 150,000 stock options, each of
which represents the right to purchase one share of Common Stock, and all
of which vest fully on the third anniversary of the date of the
grant. This award is a one time award and the grant of this
award does not contemplate any additional awards in the
future. In addition, Mr. Neuhauser’s annual salary was
increased from $250,000 per year to $500,000 per
year.
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·
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Jonathan
L. Billings, our Executive Vice President and Head of Institutional
Brokerage, was awarded a 2009 bonus consisting of $703,250 in cash and
129,512 RSUs granted under the LTIP. Each such RSU represents
the right to receive one share of Common Stock. All such RSUs
will, subject to certain restrictions, vest fully on the third anniversary
of the date of the grant. Separately, to further align his
short and long term interests with those of the Company and shareholders,
Mr. Billings was also awarded a grant under the LTIP of 150,000 stock
options, each of which represents the right to purchase one share of
Common Stock, and all of which vest fully on the third anniversary of the
date of the grant. This award is a one time award and the grant
of this award does not contemplate any additional
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awards
in the future. In addition, Mr. Billings’ annual salary was
increased from $250,000 per year to $500,000 per
year.
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·
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Bradley
J. Wright, our Executive Vice President and Chief Financial Officer, was
awarded a 2009 bonus consisting of $393,600 in cash and 13,741 RSUs
granted under the LTIP. Each such RSU represents the right to
receive one share of Common Stock. 12,366 RSUs will, subject to
certain restrictions, vest in three equal installments on the first,
second, and third anniversaries of the date of the grant. 1,375
RSUs will, subject to certain restrictions, vest fully on the third
anniversary of the date of the grant. In addition, Mr. Wright’s
annual salary was increased from $250,000 per year to $375,000 per
year.
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·
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William
J. Ginivan, our Executive Vice President and General Counsel, was awarded
a 2009 bonus consisting of $232,800 in cash and 11,909 RSUs granted under
the LTIP. Each such RSU represents the right to receive one
share of Common Stock. 10,718 RSUs will, subject to certain
restrictions, vest in three equal installments on the first, second, and
third anniversaries of the date of the grant. 1,191 RSUs will,
subject to certain restrictions, vest fully on the third anniversary of
the date of the grant.
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The form
of award agreement for RSUs, other than for the additional award of 750,000 RSUs
to Mr. Hendrix, is attached as Exhibit 10.1 hereto and incorporated herein by
reference. The form of award agreement for stock options, other than
for the additional award of 250,000 stock options to Mr. Hendrix, is attached as
Exhibit 10.3 to the Company’s Current Report on Form 8-K dated August 21, 2008
and incorporated herein by reference. The award agreements for
the additional awards of 750,000 RSUs and 250,000 stock options to Mr. Hendrix
are attached as Exhibits 10.2 and 10.3 hereto, respectively, and incorporated
herein by reference.
(e) Amendment
to the 2010 Partner Leveraged Stock Purchase Program
At the
Board Meeting, upon the recommendation of the Compensation Committee, the Board
adopted the amendment and restatement of the 2010 Partner Leveraged Stock
Purchase Program, to be effective 15 days after its submission to NASDAQ in
accordance with the rules thereof (as so amended and restated, the “Program”), and which
originally had become effective as of December 17, 2009, in order to allow the
Chief Financial Officer of the Company and the General Counsel of the Company
(each an “Eligible
Executive Officer” and, collectively, the “Eligible Executive
Officers”), but not any other executive officers of the Company, to
participate in the Program. Other employees of the Company and of
certain subsidiaries and affiliates of the Company that are not executive
officers of the Company and that are selected by the Compensation Committee
previously had been, and continue to be, eligible to participate in the
Program.
Under the
Program, employees may receive the opportunity to purchase shares (“Shares”) of Common
Stock on one or more purchase dates (each, a “Purchase Date”)
within one or more of four one-month purchase periods (each, a “Purchase Period”)
selected by the Compensation Committee. The related purchase price
(the “Purchase
Price”) will equal the greater of the closing sale price or the
consolidated closing bid price of one Share on The NASDAQ Global Select Market
on the trading date immediately preceding a particular Purchase
Date. A total of 1,250,000 Shares is authorized for purchase under
the Program, subject to adjustment in the case of changes in corporate structure
and similar events affecting the Shares or the value thereof.
Each
employee that participates in the Program is initially granted the opportunity
to purchase either 25,000 Shares or 50,000 Shares, as determined by the
Compensation Committee. If, as of a date in the final Purchase Period
to be specified by the Compensation Committee, the employees have not
elected to exercise the opportunity to purchase all of the Shares available
under the Program, the Compensation Committee may grant the opportunity to
purchase the remaining Shares on a pro rata basis to the employees who have
purchased or elected to purchase the maximum number of Shares otherwise allowed
to be purchased by such employees, until all Shares available under the Program
have been purchased. An employee’s opportunity to purchase Shares
under the Program will be forfeited upon the occurrence of either of the
following events: (i) the employee voluntarily terminates his or her
employment with the Company; or (ii) the employee’s employment is involuntarily
terminated for Cause (as defined in the Program) by the Company. An
employee’s opportunity to purchase Shares under the Program will not be
forfeited in the event of an employee’s termination (i) involuntarily other than
for Cause by the Company, (ii) by reason of the employee’s death or Disability
(as defined in the Program), or (iii) voluntarily by the employee upon
retirement. In the event of death or Disability, the opportunity to
purchase Shares under the Program held by the employee will immediately vest and
become exercisable. Although the Program also allows for
full-recourse secured loans (“Program Loans”) to be
made by the Company to certain employees for up to 50% of the aggregate purchase
price of the Shares to be purchased on a particular Purchase Date by such
employees under the Program, the Eligible Executive Officers are not eligible to
receive Program Loans.
In
connection with the Program, the Company also will grant a non-qualified stock
option (an “Option”) under the
LTIP to each employee as of each Purchase Date. Such Option (i) will
vest and become exercisable on the third anniversary of such Purchase Date, (ii)
will have an exercise price per Share equal to the Purchase Price per Share on
such Purchase Date, (iii) will give an
employee who is not an executive officer of the Company the right to purchase two additional Shares for each Share purchased by the employee under the Program on such Purchase Date, and (iv) will give an employee who is an Eligible Executive Officer the right to purchase three additional Shares for each Share purchased by the employee under the Program on such Purchase Date. Each such Option will be subject to such additional terms and conditions, not inconsistent with the provisions of the LTIP, as the Compensation Committee shall deem appropriate. If a Sale (as defined in the Program) occurs before the expiration of the employee’s rights under an Option and such Sale triggers an Option Reduction (as defined in the Program) with respect to such employee, such Option Reduction shall result in an immediate reduction in the number of Shares purchasable under an Option, whether vested or not vested, previously granted to the employee who made such Sale. The amount of the Option Reduction upon each such Sale shall equal (a) (i) 2 in the case of an employee who is not an executive officer of the Company and (ii) 3 in the case of an employee who is an Eligible Executive Officer, multiplied by (b) the lesser of (i) the number of Shares involved in such Sale and (ii) the amount by which the aggregate number of Shares deemed to be held by the employee immediately after the Sale is less than the minimum number of Shares established for the employee under guidelines established by the Board specifying stock ownership levels (the “Share Minimum”), provided that (x) if a Sale occurs before the employee’s Share Minimum has been established, then the amount of the Option Reduction upon such Sale shall equal 2 (3 if the employee is an Eligible Executive Officer) multiplied by the number of Shares involved in the Sale, and (y) if the Company and the employee have entered into more than one stock option agreements evidencing any Option granted by the Compensation Committee to an employee under the LTIP in connection with a purchase of Shares by such employee under the Program that contains Option Reduction provisions, upon each Sale triggering an Option Reduction, such Option Reduction shall be applied to reduce the number of Shares purchasable under such stock option agreements in the chronological order in which the Company and employee entered into such stock option agreements.
The
preceding description of the Program is qualified entirely by reference to the
Program, which is attached as Exhibit 10.4 hereto and is incorporated herein by
reference.
The
matters set forth in this Current Report on Form 8-K will be more fully
described in the Company’s Definitive Proxy Statement for its 2010 Annual
Meeting of Stockholders.
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Item
9.01
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Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
Number
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Description
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10.1
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Form
of LTIP RSU Award Agreement
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10.2
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RSU
Award Agreement, dated February 9, 2010, from FBR Capital Markets
Corporation to Richard J. Hendrix
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10.3
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Stock
Option Agreement, dated February 9, 2010, between FBR Capital Markets
Corporation and Richard J. Hendrix
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10.4
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FBR
Capital Markets Corporation 2010 Partner Leveraged Stock Purchase Program,
as amended and restated
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FBR
Capital Markets Corporation
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Date:
February 16, 2010
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By:
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/s/ Bradley J.
Wright
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Bradley
J. Wright
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Executive
Vice President and Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Form
of LTIP RSU Award Agreement
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10.2
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RSU
Award Agreement, dated February 9, 2010, from FBR Capital Markets
Corporation to Richard J. Hendrix
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10.3
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Stock
Option Agreement, dated February 9, 2010, between FBR Capital Markets
Corporation and Richard J. Hendrix
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10.4
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FBR
Capital Markets Corporation 2010 Partner Leveraged Stock Purchase Program,
as amended and restated
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