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EX-99.1 - PRESS RELEASE - PENSON WORLDWIDE INC | d262574dex991.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): November 25, 2011
Penson Worldwide, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 001-32878 | 75-2896356 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
1700 Pacific Avenue, Suite 1400, Dallas, Texas | 75201 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 214-765-1100
Not Applicable
(Former name and 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):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 25, 2011, Mr. David Reed resigned as a member of the Board of Directors of Penson Worldwide, Inc. (the Company). Mr. Reeds decision was not because of any disagreement with the Company on any matter related to the Companys operations, policies or practices.
On November 29, 2011, the Board of Directors of the Company appointed Ms. Diane Schueneman to replace Mr. Reed as an independent member of the Board of Directors of the Company. Ms. Schueneman will serve as a Class II Director. Class II Directors will stand for election at the 2013 annual meeting of the Companys stockholders. Ms. Schueneman has also been appointed as Mr. Reeds replacement on the Audit Committee and the Compensation Committee of the Board of Directors of the Company. Mr. David Kelly has been appointed as the Chairman of the Audit Committee. As a non-employee member of the Board of Directors, Ms. Schueneman will be eligible to participate in the Companys existing compensation arrangements for directors, as described in the Companys most recent proxy filing, including an initial equity grant pursuant to the Director Automatic Grant Program of the Companys Amended and Restated 2000 Stock Incentive Plan.
On November 30, 2011, the Company issued a press release related to the appointment of Ms. Schueneman.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated November 30, 2011.
2
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.
PENSON WORLDWIDE, INC. | ||||||
Date: November 30, 2011 |
By: | /s/ Philip A. Pendergraft | ||||
Name: Philip A. Pendergraft | ||||||
Title: Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press release dated November 30, 2011. |