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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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I will assume the role of President, TD Cowen, responsible for the collaborative leadership of TD Securities’ businesses that
will operate under the TD Cowen brand name. I’ll lead the development and implementation of business plans and strategies to drive our growth and will report to Riaz.
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Glenn Gibson (https://www.tdsecurities.com/ca/en/glenn-gibson-biography) will continue in his role as Head of US Region, on
the expanded TD Securities platform, leading the development and implementation of business plans and strategies, including managing Board and Regulatory relationships and overall supervisory processes. In addition, Glenn will continue in
his role providing senior executive coverage in Sponsors and Investment Banking platforms as Global Head of Corporate Banking, which includes direct oversight over Leverage
Finance and Global Transaction Banking. Glenn will continue to report to Riaz.
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Larry Wieseneck and Tim Wiggan (https://www.tdsecurities.com/ca/en/tim-wiggan-biography) will be Co-Heads, Global Investment Banking, responsible for the collaborative leadership of our Investment Banking businesses. Larry will report to me and Riaz. Tim will continue to report to Riaz.
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Dan Charney and Chris Vogel (https://www.tdsecurities.com/ca/en/chris-vogel-biography) will be Co-Heads, Global Markets, responsible for the collaborative leadership of our Global Markets businesses. Dan will report to me and Riaz. Chris will continue to report to Riaz.
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Malcolm Lang (https://www.tdsecurities.com/ca/en/malcolm-lang-biography) will continue in his role as Chief Financial Officer and Chief Operating Officer of TD Securities reporting to Riaz.
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John Holmes will be the Chief Operating Officer, TD Cowen. John will report to Malcolm as well as regionally, to Christina Petrou.
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Malcolm and John will oversee the Office of Integration for the Cowen acquisition.
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Steve Lasota will be the Chief Financial Officer, TD Cowen. Steve will report to Danny Salinas.
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Owen Littman will be a General Counsel in TD Legal, TD Cowen and will report to Liz Ferando.
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the parties’ ability to consummate the proposed transaction within the expected time-frame or at all;
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the satisfaction or waiver of the conditions to the completion of the proposed transaction, including the receipt of the required approval of the Company’s stockholders with respect to the proposed transaction
and the receipt of regulatory clearances required to consummate the proposed transaction, in each case, on the terms expected or on the anticipated schedule;
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the risk that the parties may be unable to achieve the anticipated benefits of the proposed transaction within the expected time-frames or at all;
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the possibility that competing offers or acquisition proposals for the Company will be made;
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the occurrence of any event that could give rise to the termination of the proposed transaction, including in circumstances which would require the Company to pay a termination fee;
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the effect of the announcement or pendency of the proposed transaction on the Company’s ability to retain and hire key personnel and its ability to maintain relationships with its customers, clients, vendors
and others with whom it does business;
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risks related to diverting management’s attention from the Company’s ongoing business operations; and
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the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability and may delay the proposed transaction.
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