Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 5, 2021, the Board of Directors (the "Board") of Tradeweb Markets
Inc. (the "Company") approved an increase in the size of the Board by one
director and filled the vacancy created by such increase by appointing Mr. Von
Hughes, age 51, as a Class I director, effective March 1, 2021.
Mr. Hughes has been appointed to serve as an independent member of the Board.
With the addition of Mr. Hughes, the Board will consist of 11 members.
Mr. Hughes will hold office until the annual meeting of stockholders to be held
in 2023 and until his successor shall be elected and qualified or until his
earlier death, resignation, retirement, disqualification or removal.
In connection with the appointment of Mr. Hughes to the Board, the Board has
determined that Mr. Hughes qualifies as an "independent director" under the
rules and regulations of the NASDAQ Stock Market and the Securities and Exchange
Act of 1934, as amended.
Mr. Hughes was not appointed to the Board pursuant to any arrangement or
understanding with any other person. Mr. Hughes does not have any family
relationships with any director or executive officer of the Company and there
are no transactions in which Mr. Hughes has an interest requiring disclosure
under Item 404(a) of Regulation S-K.
In connection with his appointment to the Board, Mr. Hughes will be entitled to
(1) an annual fee of $100,000 based on his position on the Board and (2) an
annual equity award of restricted stock units with a value of $100,000, in
accordance with the Company's non-employee director compensation program as
further described in the Company's Definitive Proxy Statement filed with the
Securities and Exchange Commission on April 9, 2020.
Mr. Hughes is a partner and managing director of PAAMCO Prisma, where he has
served as Head of Strategic Advisory & Client Acquisition since 2010. Mr. Hughes
has also served as a director of PAAMCO Prisma Holdings LLC since 2018.
Mr. Hughes has been with PAAMCO Prisma (formerly known as PAAMCO) since 2003,
and has served in a number of senior roles at the firm. Prior to joining PAAMCO
Prisma, Mr. Hughes held senior positions at Goldman Sachs and at Utendahl
Capital Partners. Mr. Hughes is a board member of National Association of
Investment Companies (NAIC), as well as Greenwich Roundtable. Mr. Hughes
received a J.D. from Harvard Law School, a M.M.P. from the John F. Kennedy
School of Government at Harvard University and a B.A. in Philosophy (cum laude)
from Yale University. Mr. Hughes was selected to serve on our Board because of
his extensive financial, industry and governance knowledge.
The Company will enter into its standard form of indemnification agreement for
directors and officers, a copy of which was previously filed as Exhibit 10.16 to
the Company's Registration Statement on Form S-1 (File No. 333-230115) and is
incorporated herein by reference, with Mr. Hughes.
Item 7.01. Regulation FD Disclosure.
On February 10, 2021, the Company issued a press release announcing the
appointment of Mr. Hughes. A copy of the press release is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached
hereto, shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except as shall be expressly set forth by
specific reference in such a filing.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
Exhibit
Number Exhibit Description
10.1 Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.16 to the Company's Registration Statement on Form S-1
(File No. 333-230115)).
99.1 Press Release of Tradeweb Markets Inc., dated February 10, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses