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VIRTUS INVESTMENT PARTNERS, INC. 8-K 2009 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
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 (see General Instruction A.2. below):
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In 2008,
prior to the spin-off of our company, Virtus Investment Partners, Inc. (the
“Company”), from The Phoenix Companies, Inc. (“PNX”), which was effective on
December 31, 2008, PNX had established a 2008 supplemental performance incentive
plan for managers and associates of our asset management business. In March,
2009, payment under the plan was based on 2008 actual results against the
performance metrics established under the plan.
George
Aylward, our president and chief executive officer, did not participate in the
supplemental incentive plan. Instead, Mr. Aylward participated in PNX’s
performance plan for its executive management team, none of whom, including Mr.
Aylward, received an award for 2008.
On March
5, 2009, in order to recognize Mr. Aylward’s significant efforts on behalf of
the Company in connection with the spin-off and his leadership of the business,
the Company's Compensation Committee recommended, and our Board of
Directors approved, a separate cash award to Mr. Aylward in the amount of
$171,500, 35% of his annual target, which payment was equivalent to what he
would have received had he participated in the supplemental incentive
plan.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March
5, 2009, the Board of Directors approved two corrections to our bylaws effective
as of such date. The modifications to section 1.04 were to clarify
that the stated quorum requirement applies to all matters for consideration and
to section 1.10(a)(ii) to delete an incorrect reference in that section to a
date when a proxy statement would have been sent last year, when the Company was
not a public reporting company. A copy of the corrected bylaws are
attached as Exhibit 3.1.
Item
9.01 Financial Statements and Exhibits.
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.
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