Attached files
| file | filename |
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| EX-10.1 - REDWOOD TRUST INC | v177813_ex10-1.htm |
| EX-99.1 - REDWOOD TRUST INC | v177813_ex99-1.htm |
| EX-10.2 - REDWOOD TRUST INC | v177813_ex10-2.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
Date
of Report (Date of earliest event reported): March 17, 2010
REDWOOD
TRUST, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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001-13759
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68-0329422
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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One
Belvedere Place
Suite
300
Mill
Valley, California 94941
(Address
of principal executive offices and Zip Code)
(415)
389-7373
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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 Certain Officers; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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Items
5.02 (b), (c), & (e):
On
March 17, 2010, Redwood Trust, Inc. (the “Company”) announced that George E.
Bull, III will retire as Chief Executive Officer effective on May 18,
2010. Mr. Bull will remain a Director and Chairman of the Board of
Directors of the Company.
In
connection with Mr. Bull’s retirement, the Board of Directors has announced that
Martin S. Hughes will be promoted to Chief Executive Officer on May 18, 2010,
while continuing in his capacity as President. In addition, on May
18, 2010, Brett D. Nicholas will be promoted to sole Chief Operating Officer and
Executive Vice President, while continuing in his capacity as Chief Investment
Officer.
The
Company previously announced the appointment of Diane L. Merdian to serve as
Chief Financial Officer of the Company commencing on a date to be
determined. Ms. Merdian is now expected to commence employment as
Chief Financial Officer of the Company in April 2010, at which time Mr. Hughes,
who currently acts as Chief Financial Officer, will cease to act as Chief
Financial Officer.
Further
information relating to Mr. Hughes, Mr. Nicholas, and Ms. Merdian that is
responsive to the requirements of Item 5.02(c) of Form 8-K is incorporated by
reference from the Company’s Proxy Statement for its 2009 Annual Meeting of
Stockholders, a copy of which was filed with the SEC on April 3,
2009.
On
March 17, 2010, the Company entered into a Transition Agreement with Mr. Bull
relating to his retirement from serving as Chief Executive
Officer. Under the terms of that agreement, Mr. Bull will retire from
his position as Chief Executive Officer of the Company effective on May 18,
2010, and will cease employment with the Company on June 1,
2010.
The terms
of Mr. Bull’s Transition Agreement also provide for:
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·
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Payment
of a 2010 annual bonus, pro-rated based on the number of full calendar
months of employment completed during 2010, with the actual amount of the
2010 annual bonus to be determined by the Compensation Committee at the
end of the 2010 compensation cycle based on a process consistent with that
applied to non-retiring members of senior management, and with payment of
such bonus to be made at the same time annual bonuses for 2010 are
otherwise payable to non-retiring members of senior
management.
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·
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Vesting
of all outstanding Deferred Stock Awards as of June 1, 2010, except that
with respect to the Deferred Stock Award that was granted on December 9,
2009 (the “2009 Award”), the 2009 Award will be amended to provide that as
of June 1, 2010 it will be fully vested with respect to 71,445 shares and
the remainder of the shares subject to the 2009 Award will be
forfeited.
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·
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The
Deferred Stock Award granted to him on February 25, 2010 to continue, in
accordance with its terms, to be subject to a mandatory holding period
through May 1, 2012.
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·
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Amending
his outstanding Option agreements to provide that Options he holds
will continue to be exercisable while he continues to serve on the
Board of Directors and, in certain circumstances, for a period of up to
twelve months following such service, provided their stated term has not
expired.
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As
noted above, Mr. Bull will remain as a Director and Chairman of the Board
of Directors of the Company, and in that capacity will be compensated for that
service beginning June 2, 2010 in accordance with the Company’s compensation
policies applicable to non-employee directors. In addition, on March
17, 2010, the Board of Directors approved an amendment to those policies to
provide for the payment of an additional annual retainer of $110,000 per annum
for the role of Chairman of the Board of Directors (in addition to the $50,000
annual retainer paid to all non-employee directors), when that position is held
by a non-employee director. Beginning on June 2, 2010, as a
non-employee Chairman of the Board of Directors, Mr. Bull will be entitled to
such additional compensation.
On
March 17, 2010, the Company and Martin S. Hughes entered into an amendment to
Mr. Hughes’ employment agreement. The amendment provides for the
above-referenced change to Mr. Hughes’ title, an increase in Mr. Hughes’ base
salary, and an increase in Mr. Hughes’ target bonus. A copy of the
amendment is attached as Exhibit 10.1 to this Current Report on Form
8-K. In addition, on March 17, 2010, the Compensation Committee of
the Company’s Board of Directors approved a long-term equity grant to be made to
Mr. Hughes on May 18, 2010 in the form of deferred stock units with a grant date
fair value of $525,000, which award will be subject to a pro-rata vesting
schedule over a four year period beginning on the grant date.
On
March 17, 2010, the Company and Brett D. Nicholas entered into an amendment to
Mr. Nicholas’ employment agreement. The amendment provides for the
above-referenced change to Mr. Nicholas’ title. A copy of the
amendment is attached as Exhibit 10.2 to this Current Report on Form
8-K.
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Item 7.01.
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Regulation
FD Disclosure.
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On
March 17, 2010, the Company issued a press release announcing the management
changes described above in Item 5.02. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
The
information contained in this Item 7.01 and the attached Exhibit 99.1 is
furnished to and not filed with the Securities and Exchange Commission, and
shall not be incorporated by reference into any registration statement or other
document filed under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except as shall be expressly set forth by
specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits:
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Exhibit No.
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Description
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10.1
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First
Amendment to Amended and Restated Employment Agreement, by and between
Redwood Trust, Inc. and Martin S. Hughes, dated as of March 17,
2010.
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10.2
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First
Amendment to Amended and Restated Employment Agreement, by and between
Redwood Trust, Inc. and Brett D. Nicholas, dated as of March 17,
2010.
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99.1
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Press
Release dated as of March 17,
2010
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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 thereunto
duly authorized.
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Date:
March 18, 2010
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REDWOOD
TRUST, INC.
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By:
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/s/ Andrew P. Stone
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Name:
Andrew P. Stone
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Title:
General Counsel and
Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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First
Amendment to Amended and Restated Employment Agreement, by and between
Redwood Trust, Inc. and Martin S. Hughes, dated as of March 17,
2010.
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10.2
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First
Amendment to Amended and Restated Employment Agreement, by and between
Redwood Trust, Inc. and Brett D. Nicholas, dated as of March 17,
2010.
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99.1
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Press
Release dated as of March 17,
2010
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