Virtu Financial, Inc 8-K, filed Apr 26, 2021
Virtu Financial, Inc. (VIRT)
About this 8-K
Virtu Financial, Inc filed this 8-K on April 26, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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
Election of Directors
On April 26, 2021, the Board of Directors (the “Board”) of Virtu Financial, Inc. (the “Company”) appointed Ms. Joanne Minieri to serve as a Class II director. Ms. Minieri will serve as an independent member of the Board. Ms. Minieri was recommended as a nominee to the Board by the Board’s Nominating and Corporate Governance Committee.
Ms. Minieri has more than 35 years’ experience in senior leadership positions in real estate and financial services, including serving as Deputy County Executive and Commissioner for Suffolk County Economic Development and Planning, President and Chief Operating Officer of Forest City Ratner Companies, as well as leadership roles in professional accounting, tax and consulting services. She currently serves as Senior Executive Vice President of RXR Realty (“RXR”) and Chief Operating Officer of RXR Development Services. RXR is a private real estate group specializing in investment management, development, design, construction, leasing, financing and property management. Ms. Minieri has served on the board of local government development organizations and currently serves on numerous public and private boards including Trinity Place Holdings, Inc. She is a Certified Public Accountant and holds a BSBA from Hofstra University.
Ms. Minieri will be compensated for her service as non-employee director in the manner similar to that described in the Company’s Definitive Proxy Statement on Schedule 14A filed on April 23, 2021 (File No. 001-37352) under “Executive Compensation – Compensation of Directors.”
In connection with Ms. Minieri’s election to the Board, the Company has entered into an indemnification agreement with Ms. Minieri in substantially the same form as the indemnification agreement entered into with other directors of the Company that was previously filed with the SEC as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-194473) (the “Registration Statement”). The indemnification agreement provides, in general, that the Company will indemnify Ms. Minieri to the fullest extent permitted by law in connection with her service to the Company or on the Company’s behalf. The foregoing description of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the form of indemnification agreement, a copy of which is attached as Exhibit 10.2 to the Registration Statement and is incorporated herein by reference.
Following the appointment of Ms. Minieri, the Board consists of twelve directors. The Company may add one or more new directors as business needs and opportunities arise.
There are no arrangements or understandings between Ms. Minieri and any other persons pursuant to which Ms. Minieri was selected as a director of the Company. There are no family relationships between Ms. Minieri and any of the Company’s other directors or executive officers and Ms. Minieri does not have direct or indirect material interest in any transaction required to be disclosed pursuant to Items 401 and 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-194473), filed with the SEC on March 10, 2014) | |
| 99.1 | Press release of Virtu Financial, Inc. dated April 26, 2021 * | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Furnished herewith
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-194473), filed with the SEC on March 10, 2014) | |
| 99.1 | Press release of Virtu Financial, Inc. dated April 26, 2021 * | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Furnished herewith
3
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.
| Virtu Financial, Inc. | ||
| By | /s/ Justin Waldie | |
| Name: | Justin Waldie | |
| Title: | Senior Vice President, Secretary and General Counsel | |
| Dated: April 26, 2021 | ||
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Exhibit 99.1
Virtu Financial, Inc. Appoints Joanne M. Minieri to its Board of Directors
NEW YORK, NY, April 26, 2021 – Virtu Financial, Inc. (NASDAQ: VIRT), a leading provider of financial services and products that leverages cutting-edge technology to deliver innovative, transparent trading solutions to our clients and liquidity to the global markets, today announced that it has appointed Joanne M. Minieri as an independent director, effective immediately.
Ms. Minieri brings more than 37 years’ experience in senior leadership positions in the real estate and financial services sectors, including professional accounting, and tax and consulting services for both public and private companies.
“Virtu’s Board will draw on Joanne’s established track record and proven leadership in the financial services industry and her vast business acumen in both the private and public sectors,” said Robert Greifeld, Chairman of Virtu Financial. “Joanne brings unique and valuable perspectives as we continue our focus on initiatives that add shareholder value.”
“We are very pleased to welcome Joanne to our Board of Directors,” said Douglas Cifu, Chief Executive Officer of Virtu Financial. “We look forward to benefitting from Joanne’s extensive operational experience across financial services as we continue to execute on our growth targets.”
Ms. Minieri currently serves as Senior Executive Vice President of RXR Realty (RXR) and Chief Operating Officer of RXR Development Services and RXR Construction Services. RXR is a vertically integrated private real estate company with expertise across the entire real estate lifecycle that spans investment management, development, design, construction, leasing financing and property management.
Ms. Minieri is a CPA and holds a Bachelor of Business Administration from Hofstra University and is a member of numerous professional organizations including the American Institute of Certified Public Accounts and the New York Society of Certified Public Accountants.
Ms. Minieri serves on numerous public and private boards including, Trinity Place Holdings, Inc., Hofstra University, Non-Traditional Employment of Women (NEW), Greater Girl Scouts of America and NYU Schack Institute of Real Estate and co-chairs an annual National Women in Real Estate Symposium.
About Virtu:
Virtu is a leading financial services firm that leverages cutting-edge technology to provide execution services and data, analytics and connectivity products to its clients and deliver liquidity to the global markets. Leveraging its global market making expertise and infrastructure, Virtu provides a robust product suite including offerings in execution, liquidity sourcing, analytics and broker-neutral, multi-dealer platforms in workflow technology. Virtu’s product offerings allow clients to trade on hundreds of venues across 50+ countries and in multiple asset classes, including global equities, ETFs, foreign exchange, futures, fixed income and myriad other commodities. In addition, Virtu’s integrated, multi-asset analytics platform provides a range of pre and post-trade services, data products and compliance tools that clients rely upon to invest, trade and manage risk across global markets.
Contact:
Investor & Media Relations
Andrew Smith
media@virtu.com