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):
April
16, 2009
___________
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.)
12
East 49th Street,
31st
Floor
New
York, New York
(Address
of Principal Executive Offices)
10017
(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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o
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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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o
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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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o
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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.
Effective
as of April 16, 2009, George C. McNamee resigned as director of Broadpoint
Securities Group, Inc. (the “Company”).
On April
16, 2009, Robert A. Gerard was unanimously elected by the Board of Directors of
the Company to fill the vacancy left by the resignation of Mr.
McNamee. The Board of Directors determined that Mr. Gerard is
an “independent director” as defined in the NASDAQ Stock Market listing
standards, and is independent within the meaning of Rule 10A-3 under the
Securities Exchange Act of 1934 and the Company’s Corporate Governance
Guidelines. Mr. Gerard was also appointed to serve as an independent
member of the Board’s Audit Committee and a member and Chair of the Board’s
Executive Compensation Committee.
Mr.
Gerard is the General Partner and Investment Manager of GFP, L.P., a private
investment partnership. Since 2004, Mr. Gerard has been Chairman of
the Management Committee and Chief Executive Officer of Royal Street
Communications, LLC, a licensee, developer and operator of wireless
telecommunications systems in Los Angeles and Central Florida. From
1974 to 1977, Mr. Gerard served in the United States Department of the Treasury,
completing his service as Assistant Secretary for Capital Markets and Debt
Management. From 1977 until his retirement in 1991, he held senior executive
positions with the investment banking firms Morgan Stanley & Co., Dillon
Read & Co. and Bear Stearns. Mr. Gerard is a member of the Board of
Directors of H&R Block, Inc., serving as Chairman of the Governance and
Nominating Committee and a member of the Finance Committee of such board.
A copy of
the press release announcing these changes to the Board of Directors is
furnished with this Form 8-K as Exhibit 99.1.
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits.
99.1 – Press Release of Broadpoint
Securities Group, Inc. dated April 17, 2009.
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.
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BROADPOINT
SECURITIES GROUP, INC.
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By:
/s/ Robert I. Turner
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Name:
Robert I. Turner
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Title: Chief
Financial Officer
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Dated:
April 17, 2009