form8k.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):
June
5, 2008
___________
BROADPOINT
SECURITIES GROUP, INC.
(Exact
name of registrant as specified in its charter)
___________
New
York
(State
or other jurisdiction of incorporation)
0-14140
(Commission
File Number)
22-2655804
(IRS
Employer Identification No.)
One
Penn Plaza
New
York, New York
(Address
of Principal Executive Offices)
10119
(Zip
Code)
(212) 273-7100
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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.
At the Annual
Meeting of Shareholders of Broadpoint Securities Group, Inc. (the “Company”)
held on June 5, 2008 (the “Annual Meeting”), the shareholders of the Company
re-approved the Senior Management Bonus Plan in accordance with and as required
by Treasury Regulations promulgated under Section 162(m) of the Internal Revenue
Code. The following is a summary and general description of the
purpose and principal terms of the Senior Management Bonus Plan:
Administration. The
Executive Compensation Committee will administer the Senior Management Bonus
Plan. The Executive Compensation Committee may permit any executive officer of
the Company and its subsidiaries to participate in the Senior Management Bonus
Plan. Participants include the executive officers required to be named in the
Summary Compensation Table in the proxy statement.
Performance
Targets. The awards under the Senior Management Bonus Plan may
only be paid if the performance targets for the performance period are attained.
The Executive Compensation Committee will establish the performance targets for
the performance period no later than 90 days after the beginning of the
performance period. The performance targets shall be based on one or more of the
following business criteria: (a) earnings, (b) revenues,
(c) stock price, (d) earnings per share, (e) return on equity,
(f) return on capital, (g) total shareholder return, (h) before
or after tax profit margins, (i) book value per share, (j) expense
management, (k) budget comparison, (l) improvements in capital
structure and (m) the relative performance of the Company against a peer
group of companies on any of the measures above.
Determination of
Awards. For each participant, the Executive Compensation
Committee will establish a target award for attainment of each performance
target, percentages of the target award for various levels of performance and a
threshold level of performance below which no bonus payment may be made. The
Executive Compensation Committee has the discretion to decrease or eliminate,
though not increase, the amount of any award. In no event will a participant
receive awards during a performance period that exceed $5 million in the
aggregate.
Prorated Awards. A
participant must be employed at the end of the performance period to receive an
award under the Senior Management Bonus Plan, unless the participant dies,
becomes disabled or retires, in which event the award will be prorated. In the
event that a person is hired or promoted into a position eligible for the Senior
Management Bonus Plan after the beginning of a performance period, the Executive
Compensation Committee may allow such person to participate during that
performance period and be eligible for a prorated award based on the target
award established for similarly situated participants.
Amendment or
Termination. The Board or the Executive Compensation Committee
can terminate, suspend or amend the Senior Management Bonus Plan at any time.
However, no amendment which requires shareholder approval in order for the
Senior Management Bonus Plan to continue to comply with Section 162(m) of
the Code will be effective until approved by the
shareholders.
No Limits on Other Awards and
Plans. The Company retains the discretion of establishing
other incentive compensation or paying other cash bonuses to employees who are
also participating in the Senior Management Bonus Plan.
Awards Under the
Plan. No awards were made under the Senior Management Bonus
Plan in 2006 or 2007, and none are anticipated in 2008. Since awards under the
Plan are made at the discretion of the Executive Compensation Committee, the
amount of awards to be made under the Plan is not
determinable.
A copy of
the Senior Management Bonus Plan is attached as Appendix B to the Company’s 2008
Proxy Statement on Schedule 14A that was filed with the Securities and Exchange
Commission on April 28, 2008 (the “2008 Proxy”).
Item
8.01. Other
Events.
On June
5, 2008, the Company held its Annual Meeting at which the
shareholders:
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(1)
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elected seven
members of the Board of Directors - three Class I directors, two Class II
directors and two Class III directors - whose terms will expire at the
annual meeting of shareholders in 2011, 2009, and 2010,
respectively. The elected directors are as
follows:
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Class I
directors: George C. McNamee, Mark R. Patterson, and Robert S.
Yingling.
Class II
directors: Lee Fensterstock and Christopher R. Pechock.
Class III
directors: Wade D. Nesmith and Frank Plimpton.
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(2)
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approved
the Amendment to the Broadpoint Securities Group, Inc. 2007 Incentive
Compensation Plan, which increased the maximum number of shares authorized
for issuance under the 2007 Plan by 10,675,000 shares, subject to
adjustment;
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(3)
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re-approved
the Senior Management Bonus Plan;
and
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(4)
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ratified
the appointment of PricewaterhouseCoopers LLP as independent auditors of
the Company for the fiscal year ending December 31,
2008.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BROADPOINT SECURITIES
GROUP, INC.
By: /s/ Robert
I.
Turner
Name: Robert
I. Turner
Title:
Chief Financial Officer
Dated:
June 9, 2008