Attached files
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| EX-99.1 - Artio Global Investors Inc. | v209227_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): January 24,
2011
Artio
Global Investors Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-34457
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13-6174048
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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330
Madison Ave.
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New
York, NY
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10017
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
297-3600
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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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. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Approval of
Performance-Based Awards
On
January 24, 2011, the Compensation Committee of the Board of Directors of Artio
Global Investors Inc. (the “Company”) approved performance-based awards pursuant
to a new long-term incentive program (the “LTIP”) established under the
Company’s 2009 Stock Incentive Plan (filed as Exhibit 10.16 to Amendment No. 6
to the Company’s registration statement on Form S-1 (File No. 333-149178) with
the U.S. Securities and Exchange Commission on August 27, 2009).
The LTIP
provides for grants of restricted stock units to certain employees within three
company functions (senior management, portfolio management and sales) and
creates different performance vesting criteria for each of these three
functions. The awards will only vest to the extent that the relevant performance
criteria are achieved. Vesting of senior management’s awards depends upon the
extent to which the price of the Company’s Class A common stock reflects a
price-to-earnings multiple that is closer to the multiple at which the Company’s
peers trade (“multiple discount award”). Vesting of portfolio managers’ awards
depends upon the relative performance of the funds for which they are
responsible (“investment performance award”). Vesting of sales professionals’
awards depends upon the achievement of net new money. All awards will vest, if
at all, three years after the grant date, which is expected to be in February
2011 (assuming employment through the grant date).
The
amount of each employee’s award is based on 70% of total 2010 compensation
(i.e., the sum of 2010 salary and 2010 annual bonus expected to be paid in
February 2011):
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Current Dollar Value of Shares That
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Would Vest
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Named Executive Officer
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Upon Maximum Performance
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Richard
C. Pell
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Chairman,
Chief Executive Officer, and Chief Investment Officer
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$
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2,555,000 | ||
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Rudolph-Riad
Younes
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Head
of International Equity
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$
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2,555,000 | ||
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Glen
Wisher
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President
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$
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1,048,250 | ||
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Tony
Williams
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Chief
Operating Officer
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$
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1,076,260 | ||
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Francis
Harte
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Chief
Financial Officer
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$704,250 | ||
All of
the officers listed above will receive a multiple discount award except for Mr.
Younes, who will receive an investment performance award.
To the
extent required by applicable law, any such awards made to the named executive
officers will be reflected on Form 4s filed with the U.S. Securities and
Exchange Commission within two business days following the date of
grant.
The
Company intends to provide additional information regarding other compensation
awarded to the named executive officers in respect of and during the year ended
December 31, 2010, in the proxy statement for its 2011 Annual Meeting of
Stockholders.
Item
7.01. Regulation FD Disclosure.
On
January 28, 2011, the Company issued a news release announcing its fourth
quarter and full year 2010 financial and operating results. A copy of the
Company’s news release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
The
information in this Item 7.01 and the attached exhibit is being furnished to the
U.S. Securities and Exchange Commission and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference into any filing of the Company
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
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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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Exhibit
99.1
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News
Release issued January 28,
2011
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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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Artio
Global Investors Inc.
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Date: January
28, 2011
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By:
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/s/ Adam Spilka
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Name:
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Adam
Spilka
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Title:
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General
Counsel and Corporate
Secretary
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