0000950142-16-004971.txt : 20161222 0000950142-16-004971.hdr.sgml : 20161222 20161222163704 ACCESSION NUMBER: 0000950142-16-004971 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161218 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161222 DATE AS OF CHANGE: 20161222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Virtu Financial, Inc. CENTRAL INDEX KEY: 0001592386 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 320420206 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37352 FILM NUMBER: 162066996 BUSINESS ADDRESS: STREET 1: 900 3RD AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-0100 BUSINESS PHONE: 212-418-0100 MAIL ADDRESS: STREET 1: 900 3RD AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-0100 8-K 1 eh1601240_8k.htm FORM 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):  December 22, 2016 (December 18, 2016)

VIRTU FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-37352
(Commission File No.)
32-0420206
(IRS Employer
Identification No.)
 
 

900 Third Avenue
New York, NY 10022-1010
(Address of principal executive offices)
 
(212) 418-0100
(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 (see General Instruction A.2. below):
☐  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  
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 CERTFAIN OFFICERS.
 
(b)
On December 19, 2016, Virtu Financial, Inc. (the “Company”) announced that its Executive Chairman and Founder, Vincent J. Viola, was nominated by President-Elect Donald Trump to serve as Secretary of the Army, subject to ratification and confirmation by the United States Senate.
On December 18, 2016, Mr. Viola submitted his resignation as director and Executive Chairman of the board of directors of the Company (the “Board”), effective upon his nomination to serve as Secretary of the Army being ratified and confirmed by the United States Senate.  Mr. Viola has informed the Company that he will seek an orderly transition from his position as Executive Chairman of the Board and from the Board’s Nominating and Corporate Governance Committee in the event that he is confirmed.
TJMT Holdings LLC, the Company’s majority shareholder, has communicated to the Company that it does not intend to divest its holdings as a result of the nomination or confirmation.
Following receipt of Mr. Viola’s resignation, the Board appointed Mr. Douglas A. Cifu, the Company’s Chief Executive Officer and a current director of the Board, as Chairman of the Board, contingent upon Mr. Viola’s nomination to serve as Secretary of the Army being ratified and confirmed by the United States Senate.
In the event of Mr. Viola’s resignation from the Board, the Board will consist of seven directors.  The Board may seek to add one or more new directors as business needs and opportunities arise.
 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
 
(d)           Exhibits
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press release of Virtu Financial, Inc., dated December 19, 2016.
 
 
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.
  Virtu Financial, Inc.
  
       
 
By:
/s/ Justin Waldie  
    Name:  Justin Waldie  
   
Title:    Senior Vice President, Secretary and
             General Counsel 
       
 
 
Dated:  December 22, 2016
 
 

EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
99.1
 
 Press release of Virtu Financial, Inc., dated December 19, 2016.
 

 
 
 EX-99.1 2 eh1601240_ex9901.htm EXHIBIT 99.1
EXHIBIT 99.1

December 19, 2016

Vincent J. Viola Nominated by President-Elect Donald J. Trump to Serve as Secretary of the Army

New York, December 19, 2016 (GLOBAL NEWSWIRE) – Virtu Financial (NASDAQ: VIRT) announced today that its Chairman and Founder Vincent J. Viola has been nominated by President-elect Donald Trump to serve as the Secretary of the Army, subject to Senate confirmation.

“We at Virtu are all honored and proud that our Chairman and Founder has been nominated by President-elect Trump to serve our nation as Secretary of the Army,” said Douglas A. Cifu, Chief Executive Officer and Co-Founder of Virtu.

TJMT Holdings LLC, which is the majority shareholder of Virtu Financial, Inc., has communicated to the Company that it does not intend to divest its holdings as a result of the nomination or confirmation.

Mr. Viola has informed Virtu’s Board of Directors that he will seek an orderly and appropriate transition from his position as Executive Chairman upon his confirmation by the Senate.  Mr. Douglas A. Cifu, Virtu’s Chief Executive Officer, has been identified by the Board of Directors as Mr. Viola’s successor in the event that Mr. Viola is confirmed.


About Virtu Financial, Inc.: Virtu is a leading technology-enabled market maker and liquidity provider to the global financial markets. We stand ready, at any time, to buy or sell a broad range of securities, and we generate revenue by buying and selling large volumes of securities and other financial instruments and earning small amounts of money based on the difference between what buyers are willing to pay and what sellers are willing to accept, which we refer to as "bid/ask spreads." We make markets by providing quotations to buyers and sellers in more than 12,000 securities and other financial instruments on more than 235 unique exchanges, markets and liquidity pools in 36 countries around the world. We believe that our broad diversification, in combination with our proprietary technology platform and low-cost structure, enables us to facilitate risk transfer between global capital markets participants by supplying liquidity and competitive pricing while at the same time earning attractive margins and returns.

Investor Relations Contact:
Andrew Smith
(212) 418-0195
investor_relations@virtu.com

Media Relations Contact:
media@virtu.com