e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 14, 2008
TD AMERITRADE Holding Corporation
(Exact name of registrant as specified in its charter)
         
Delaware   0-49992   82-0543156
(State or other
jurisdiction of
incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification Number)
     
4211 South 102nd Street    
Omaha, Nebraska   68127
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (402) 331-7856
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
 
 


 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On May 14, 2008, the board of directors of TD AMERITRADE Holding Corporation elected Joseph H. Moglia as chairman of the board of directors, effective October 1, 2008, and Fredric J. Tomczyk as chief executive officer, also effective October 1, 2008. Mr. Tomczyk will become a member of the board of directors when be becomes CEO on October 1, 2008, as provided in the stockholders agreement among TD AMERITRADE, The Toronto-Dominion Bank and the Ricketts shareholders, and a member of the Non-TD Directors Committee. The Toronto-Dominion Bank agreed to waive its right to designate one of its five directors in order to permit Mr. Moglia to become a member of the board on October 1, 2008.
     Mr. Moglia and Mr. Tomczyk each entered into an amended and restated employment agreement with TD AMERITRADE in connection with his election to the new position. Below is a summary of the material terms of Mr. Moglia’s and Mr. Tomczyk’s new employment agreement.
Moglia Chairman Summary
         
Position
   Chairman, beginning October 1, 2008    
Term
   May 2008 - May 2011    
Base Salary
   $1,000,000    
Management Incentive Plan
             
Annual Cash Incentive
  FY 2008   FY 2009   FY 2010 and FY 2011
Annual Equity
  $3 million at target   $2 million (pro-rated target)   None
 
  $6 million at target   $4 million (pro-rated target)   None
 
Severance
         
    May 2008 - May 31, 2009   June 1, 2009 - May 31, 2011
 
Termination
  § Severance period is greater of 1 year and remaining term
  § Severance period is remaining term
Without Cause or
  § Severance (same as current agreement) comprised of:   § Severance comprised of:
Resignation for
       o base salary
       o base salary
Good Reason
       o annual cash incentive at actual performance
     o annual equity incentive in cash at actual performance
 
     o continued vesting of PRSUs based on actual performance
& full acceleration for RSUs
 
 
     o continued vesting of performance-based restricted stock units (PRSUs) based on actual performance & full acceleration for restricted stock units (RSUs)
       o office, assistant & associate for 5 years
     o medical coverage for family for life
 
       o office, assistant & associate for 5 years
   
 
       o medical coverage for family for life
   
Resignation   May 2008 - Sept. 30, 2008   Oct. 1, 2008 - May 31, 2009   June 1, 2009 - May 31, 2011
     
 
  No severance
Unvested RSUs forfeited
 
  Continued vesting of PRSUs based on actual performance & full acceleration for RSUs
 
  Continued vesting of PRSUs based on actual performance & full acceleration for RSUs
 
      Office, assistant & associate for 5 years   Office, assistance & associate for 5 years
 
      Medical coverage for family for life   Medical coverage for family for life
 
Death or Disability   Pro-rated annual cash incentive and annual equity at actual performance
    RSUs vest immediately in case of death
    RSUs vest in accordance with terms in case of disability
 
Completion   Office, assistant & associate for 5 years
(June 1, 2011)   Medical coverage for family for life
 
Conditions to Receipt of Severance  
As a condition to receiving severance payments, Mr. Moglia is required to enter into a release of claims and abide by non-competition, non-solicitation and non-disparagement covenants.
   


 

Tomczyk CEO Summary
     
Position
  CEO & President, beginning October 1, 2008
Term
  5 years, with automatic 1 year renewals unless 60 days prior notice
Base Salary
  $500,000
Management Incentive Plan
     
Annual Incentive
  $1.5 million at target
Annual Equity
  $3.5 million at target
     
Special Option Grant
 
     Non-qualified option for 1,150,000 shares, with exercise price at FMV at date of grant
 
     Vesting: Over 4 years - 25% on 1st anniversary and 25% each anniversary thereafter
 
 
     Change in control: if not assumed, substituted or replaced, it becomes fully vested and exercisable
 
 
     Termination: 10-year term and earlier 3 months after employment ends (except for severance-related events)
Severance
     
Termination Without Cause or Resignation for Good Reason
 
     $4 million paid equally over 2 years
     Pro-rated current year annual incentive
     Performance-based restricted stock units (PRSUs) vest on actual performance
 
 
     Restricted Stock Units (RSUs) immediately vest
 
 
     Option continues to vest
 
 
     2 years COBRA
Good reason includes failure to obtain assumption by a successor
Death or Disability
 
     Pro-rated annual incentive
 
 
     Death: immediate vesting and settlement of PRSUs & RSUs; vested options exercisable for 1 year and unvested options forfeited
 
 
     Disability: continued vesting of PRSUs & RSUs in accordance with terms; vested options exercisable for 1 year and unvested options forfeited
     
Benefits
 
     All plans available to executive officers
 
 
     Private aircraft for AMTD-related business
 
 
     Reimbursement for tax preparation as long as executive has Canadian and US income
Conditions to Receipt of Severance
 
     As a condition to receiving severance payments, Mr. Tomczyk is required to enter into a release of claims and abide by non-competition, non-solicitation and non-disparagement covenants.
     Mr. Tomczyk’s biographical information contained in the TD AMERITRADE Definitive Proxy Statement on Schedule 14A filed with the SEC on January 25, 2008 is incorporated into this Current Report on Form 8-K.


 

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.
         
  TD AMERITRADE HOLDING CORPORATION
 
 
  Date: May 15, 2008  By:   /s/ William J. Gerber    
    Name:   William J. Gerber   
    Title:   Chief Financial Officer