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):
September 20, 2012
Titanium Asset Management Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 000-53352 | 20-8444031 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) | ||
|
777 E. Wisconsin Avenue, Milwaukee, Wisconsin |
53202-5310 | |||
| (Address of principal executive offices) |
(Zip Code) |
(414) 765-1980
Registrant’s telephone number, including area code
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
Pursuant to the terms of our certificate of incorporation, for so long as Clal Finance Ltd. (“Clal”) or any affiliate of Clal owns of record at least 35% of our then-issued and outstanding common stock, Clal may elect (and remove and replace) up to six directors on our Board of Directors. Pursuant to the provisions, Clal has elected to reduce the number of its directors from six to five and to remove Robert Kelly as a Clal director. As a result of this change, our Board of Directors currently consists of nine directors, comprised of five directors appointed by Clal, two executive directors and two independent directors. Mr. Kelly did not indicate any disagreement on any matter relating to the Company’s operations, policies or practices.
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SIGNATURE
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.
| TITANIUM ASSET MANAGEMENT CORP. | ||
| Date: September 26, 2012 | By: | /s/ Jonathan Hoenecke |
| Name: Jonathan Hoenecke | ||
| Title: Chief Financial Officer | ||
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