UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b) Departure of Director
On August 17, 2021, Glenn Hutchins resigned from the Board of Directors (the “Board”) of Virtu Financial, Inc. (the “Company”), and the Board’s Strategy Committee and Risk Committee, effective immediately. As previously disclosed, Mr. Hutchins was nominated to the Board by Ordinal Holdings I, LP (f/k/a North Island Holdings I, LP) (“Ordinal”) pursuant to a nomination right held by Ordinal under that certain Amended and Restated Investment Agreement (the “Investment Agreement”), dated as of June 23, 2017, by and between the Company and Ordinal. Pursuant to the Investment Agreement, Ordinal is entitled to nominate two directors to the Board so long as Ordinal beneficially owns at least 50% of its shares of the Company’s Class A common stock held as of the closing of the investment contemplated by the Investment Agreement (the “Ordinal Investment”), and entitled to nominate one director so long as Ordinal beneficially owns less than 50% but at least 25% of its shares of the Company’s Class A common stock held as of the closing of the Ordinal Investment. On August 12, 2021, Ordinal entered into that certain Purchase Agreement with the Company, pursuant to which the Company agreed to repurchase from Ordinal 1,500,000 shares of the Company’s Class A common stock (the “Stock Purchase”) in accordance with the Company’s previously disclosed share repurchase program. Immediately following the closing of the Stock Purchase on August 13, 2021, Ordinal holds less than 50% but more than 25% of the shares of the Company’s Class A common stock that it held as of the closing of the Ordinal Investment, and in accordance with sections 4.4(a) and (c) of the Investment Agreement, Mr. Hutchins immediately resigned from the Board. Mr. Hutchins’ departure is not due to any disagreement with the Board or the Company’s management or any matter relating to the Company’s operations, policies or practices. Following Mr. Hutchins’ resignation, the Board consists of eleven directors. Ordinal’s other director nominee, Mr. Robert Greifeld, remains the Chairman of the Board.
Item 8.01. Other Events.
As of August 13, 2021, the Company has repurchased 11,064,638 shares of the Company’s Class A common stock for a total of $302,616,180.50 of the existing $470 million repurchase authorization, at an average cost of $27.35 per share of the Company’s Class A common stock. In the third quarter of 2021 through August 13, 2021, the Company has repurchased 3,992,900 shares for a total of $104,033,543 at an average cost of $26.05 per share of the Company's Class A common stock.
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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: August 17, 2021
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