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: March 19, 2010
(Date of
earliest event reported)
E*TRADE
Financial Corporation
(Exact
name of Registrant as Specified in its Charter)
|
Delaware
|
1-11921
|
94-2844166
|
|
(State or other
jurisdiction
of
incorporation or organization)
|
(Commission File
Number)
|
(I.R.S.
Employer
Identification
Number)
|
|
135 East 57th Street, New York,
New York 10022
|
|
(Address of Principal Executive
Offices and Zip Code)
|
(646)
521-4300
(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:
|
¨
|
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 March
19, 2010, E*TRADE Financial Corporation (the “Company”) appointed Steven J.
Freiberg as Chief Executive Officer, effective April 1, 2010. Mr. Freiberg will
also join the Board of Directors as a Class II member to replace George Hayter,
who at age 71 does not qualify for re-election under the Company's Corporate
Governance Guidelines. Mr. Hayter has agreed to retire prior to the Annual
Meeting of Stockholders, which will be held on May 13, 2010, in order to permit
the immediate appointment of Mr. Freiberg without the need to temporarily expand
the size of the Board. Robert Druskin, who has been serving as CEO on an interim
basis, will remain on the Board and serve as non-executive
Chairman.
Mr.
Freiberg, age 53, was Executive Vice President of Citibank N.A., from September
2005 through July 2009. From January 2009 until April 2009, Mr. Freiberg also
held the position of Chairman and Chief Executive Officer of Citi
Holdings—Global Consumer. Prior to being appointed to this position in January
2009, he served as Chief Executive Officer of Global Cards for Citigroup. From
2005 until March 2008, Mr. Freiberg served as Chairman and Chief Executive
Officer of Citigroup’s Global Consumer Group N.A. and Co-Chair of the Global
Consumer Group. Prior to his appointment as Co-Chairman of the Global Consumer
Group in 2005, Mr. Freiberg served as Chairman and Chief Executive Officer of
Citi Cards from 2001 until 2005. Prior to that, Mr. Freiberg held positions of
increasing seniority with Citigroup’s predecessor companies and affiliates since
joining Citigroup’s Card Products Division in 1980, including from 1987-1992
holding the positions of CFO, CIO and Sales Director of Citicorp Investment
Services, the retail broker dealer, and from 1995-1997 serving as Chairman and
CEO of the North American Investment Products Division, which included the
broker dealer and all investment-related activity. Mr. Freiberg also
serves on the Board of the March of Dimes and he Co-Chairs Habitat for
Humanities’ NYC Council. Mr. Freiberg has served on the Board of
Directors of MasterCard since September 2006.
The
Company entered into an employment agreement with Mr. Freiberg, pursuant to
which he will receive an annual base salary of $1,000,000. He will be
eligible for an annual cash performance bonus with an annual target of
$3,000,000 and for annual equity incentives with an annual target initial value
of $3,000,000 (with the actual amount based on the performance of the Company)
and subject to vesting over up to four years following the grant. For
2010 only, he will be guaranteed a pro rata payment of his target cash bonus and
equity incentives, each to be made in early 2011. The term of the agreement is
four years, subject to renewal at the end of the initial term. If Mr. Freiberg
is terminated without cause or resigns due to adverse actions by the Company,
and he signs a release of claims, he would receive severance benefits of one
times his annual compensation (including salary, annual cash bonus and annual
equity grant value) and accelerated vesting of equity, in addition to a pro rata
payment of his cash bonus for the year of termination. If the termination occurs
in anticipation of, or following, a change of control, his severance would be
increased to two times his annual compensation. If Mr. Freiberg
retires at the end of the four-year term of his agreement, he will be entitled
to retain his unvested equity awards subject to his compliance with restrictive
covenants over the scheduled vesting period of such awards.
|
Item
8.01.
|
Other
Events.
|
On March 19, 2010, the Board of
Directors of the Company unanimously approved, subject to stockholder approval,
an amended and restated certificate of incorporation that would make the
following changes to the Company’s Restated Certificate of Incorporation:
(1) effecting a reverse stock split of the outstanding shares of the Company’s common stock at a ratio of 1 for 10 and (2)
decreasing the total number of authorized shares
of the Company’s common stock at a ratio of 1 for 10 to 400,000,000
shares.
The amended and restated certificate
effecting the changes discussed above will be submitted for stockholder approval
at the Company’s 2010 Annual Meeting to be held on May 13,
2010.
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.
|
E*TRADE
FINANCIAL CORPORATION
|
||||||
|
Date:
|
March
22, 2010
|
By:
|
/s/
Karl A. Roessner
|
|||
|
Name:
|
Karl
A. Roessner
|
|||||
|
Title:
|
Corporate
Secretary
|
|||||