-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rwpd3q//tyVvRXFFwdgvgMNAXeGIC18Nh/Nnxmy9Gng9ZVRlqcA5Awb0W5LWP+/v IQ/JR57xuxFnahDKRVEv4w== 0001104659-07-054658.txt : 20070718 0001104659-07-054658.hdr.sgml : 20070718 20070718164114 ACCESSION NUMBER: 0001104659-07-054658 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070712 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070718 DATE AS OF CHANGE: 20070718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Interactive Brokers Group, Inc. CENTRAL INDEX KEY: 0001381197 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33440 FILM NUMBER: 07986849 BUSINESS ADDRESS: STREET 1: ONE PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-618-5800 MAIL ADDRESS: STREET 1: ONE PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 8-K 1 a07-19581_18k.htm 8-K

 

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):  July 12, 2007

INTERACTIVE BROKERS GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

 

001-33440

 

30-0390693

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

One Pickwick Plaza, Greenwich, CT 06830

(Address of Principal Executive Offices) (Zip Code)

(203) 618-5800

(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:

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-4(c))

 

 




 

Item 5.02.

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 12, 2007, the board of directors (the “Board”) of Interactive Brokers Group, Inc. (the “Company”) elected Lawrence E. Harris as a new director of the Company.

There is no arrangement or understanding between Dr. Harris and any other persons pursuant to which Dr. Harris was elected as a director of the Company.

The Board has appointed Dr. Harris to the Audit Committee of the Board.

Dr. Harris maintains an active retail brokerage account with Interactive Brokers LLC (“IB”), a subsidiary of the Company.  Dr. Harris has borrowed stock worth more than $120,000 to establish certain short positions.  Such loans (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to IB, and (iii) did not involve more than the normal risk of collectibility or present other unfavorable features.  Except as set forth above, there are no transactions in which Dr. Harris has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In accordance with the Company’s policies regarding compensation of non-employee directors, Dr. Harris will initially be compensated with an annual retainer of $100,000 and a grant of restricted shares of the Company’s common stock (valued at $75,000 based on the fair market price of the common stock on the date of grant), subject to straight-line vesting over a five year period.  The grant of restricted stock will be issued on December 31, 2007.  In the event Dr. Harris is elected chairman of one or more committees of the Board, he will be compensated with an additional annual retainer of $25,000 per committee.  All members of the Board receive reimbursement of their out-of-pocket expenses in connection with their travel to and attendance at meetings of the Board or committees thereof.

Dr. Harris is an independent director within the meaning of Marketplace Rule 4200(a)(15) of the National Association of Securities Dealers and Item 407(a)(1) of Regulation S-K.  As a result of Dr. Harris’ election as a director of the Company, the Company has six directors, two of whom meet the independence requirements of the NASDAQ Global Select Market.

Item 9.01.              Financial Statements and Exhibits.

(d)

 

Exhibits.

 

 

 

99.1

 

Press Release dated July 12, 2007.

 

2




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.

Dated: July 18, 2007

 

INTERACTIVE BROKERS GROUP, INC.

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Paul J. Brody

 

 

Name:

 

Paul J. Brody

 

 

Title:

 

Chief Financial Officer, Treasurer
and Secretary

 

3




EXHIBIT INDEX

99.1

 

Press Release dated July 12, 2007.

 

4



EX-99.1 2 a07-19581_1ex99d1.htm EX-99.1

Exhibit 99.1

INTERACTIVE BROKERS TO HOST

SECOND QUARTER EARNINGS CONFERENCE CALL

AND

APPOINTMENT OF A NEW INDEPENDENT DIRECTOR

GREENWICH, CT, July 12, 2007 — Interactive Brokers Group, Inc. (NASDAQ: IBKR) plans to announce its second quarter 2007 financial results on Thursday, July 26, 2007, in a release that will be issued at approximately 4:00 pm (ET). The company went public on May 3. The press release will also be available on the company’s web site, www.interactivebrokers.com/ir.

A conference call to discuss the company’s results will be held at 5:30 pm (ET) on that day, July 26. The call will be open to the public.

Members of the public who would like to listen to the conference call should dial 888-802-2275 (U.S. domestic) and 913-312-1267 (international). The number should be dialed approximately ten minutes prior to the start of the conference call. The conference call will also be accessible as an audio webcast through the Investor Relations section of the Interactive Brokers web site, www.interactivebrokers.com/ir.

In addition, today Interactive Brokers Group, Inc. named Dr. Lawrence E. Harris as an independent director of the company.

Dr. Harris is a professor of Finance and Business Economics at the University of Southern California, where he holds the Fred V. Keenan Chair in Finance at the Marshall School of Business. Dr. Harris also serves as a director of the Clipper Fund and as the research coordinator of the Institute for Quantitative Research in Finance. Dr. Harris formerly served as Chief Economist of the U.S. Securities and Exchange Commission.

Dr. Harris received his Ph.D. in Economics from the University of Chicago, where he examined price-volume relations in securities markets. He is an expert in the economics of securities market microstructure and the uses of transactions data in financial research. He has written extensively about trading rules, transaction costs, index markets, and market regulation. Dr. Harris is also the author of the widely respected textbook “Trading and Exchanges: Market Microstructure for Practitioners.”

Thomas Peterffy, Chairman and Chief Executive Officer, said “Larry is a leading figure in our industry and he brings to Interactive Brokers a great depth of knowledge and expertise in the financial markets. He is in a unique position to contribute to all aspects of our business, including the rapidly emerging structural issues that will form the future of our industry and permit us to continue to advance ahead of our peers.”




About Interactive Brokers Group:

Interactive Brokers Group, Inc., together with its subsidiaries, is an automated global electronic market maker and broker specializing in routing orders and executing and processing trades in securities, futures and foreign exchange instruments as a member of more than 60 electronic exchanges and trading venues around the world. The company provides professional traders and investors with direct access to stocks, options, futures, forex and bonds from a single IB Universal AccountSM. Employing proprietary software on electronic exchanges worldwide, Interactive Brokers is continuously integrating its software with a growing number of exchanges and trading venues into one automatically functioning, computerized platform that requires minimal human intervention.

For Interactive Brokers Group, Inc. Media: Andrew Wilkinson, 203-913-1369 or Investors: 888-919-0022 (domestic) and 312-542-6890 (international).



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