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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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) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 24, 2020, the board of directors (the “Board”) of Focus Financial Partners Inc. (the “Company”) appointed Greg S. Morganroth, MD to serve as a Class III director on the Board, effective immediately. Upon joining the Board, Dr. Morganroth will serve as a member of the audit and risk committee of the Board.
As compensation for services provided as a member of the Board, Dr. Morganroth will receive compensation comparable to those of other members of the Board.
Except as disclosed herein, there are no arrangements or understandings between Dr. Morganroth and any other person pursuant to which he was selected as a director.
Item 7.01 | Regulation FD Disclosure. |
On September 25, 2020, the Company issued a press release announcing Dr. Morganroth’s appointment. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.
The information in this Current Report on Form 8-K being furnished pursuant to Items 7.01 and 9.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Focus Financial Partners Inc. Press Release, dated September 25, 2020 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
FOCUS FINANCIAL PARTNERS INC. | ||
By: | /s/ J. Russell McGranahan | |
J. Russell McGranahan | ||
General Counsel | ||
Dated: September 25, 2020 |
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Exhibit 99.1
Greg S. Morganroth, MD Joins Focus Financial Partners Board of Directors
New York, NY – September 25, 2020 – Focus Financial Partners Inc. (NASDAQ: FOCS) (“Focus”), a leading partnership of independent, fiduciary wealth management firms, announced today that Greg S. Morganroth, MD, the Chief Executive Officer and founder of the California Skin Institute and a nationally recognized dermatologic surgeon, has been elected to Focus’ board of directors and will serve on its audit and risk committee.
Dr. Morganroth started the California Skin Institute as a solo dermatologic surgery practice in 2007. Since that time, he has built it into the largest private practice dermatology group in California, in part through over 50 acquisitions of outstanding dermatology and cosmetic surgery practices. The California Skin Institute now consists of approximately 40 offices and 400 employees throughout California.
“Greg is a successful entrepreneur, business leader and medical professional,” said Rudy Adolf, Founder, CEO and Chairman of Focus. “We are proud to have someone with these talents and perspectives joining our Board at this time. In getting to know Greg, I have been struck by the many parallels between his development of the California Skin Institute and the Focus story, and we look forward to learning and benefiting from his contributions as we continue on our journey.”
Dr. Morganroth graduated with a B.S from the University of Michigan and an M.D. from the University of Michigan School of Medicine. He completed his internship at the University of Pennsylvania, a dermatology residency at Yale University and a Mohs laser and dermatologic surgery fellowship at the Skin and Mohs Surgery Center at the Baptist Medical Center.
About Focus Financial Partners Inc.
Focus Financial Partners Inc. is a leading partnership of independent, fiduciary wealth management firms. Focus provides access to best practices, resources and continuity planning for its partner firms who serve individuals, families, employers and institutions with comprehensive wealth management services. Focus partner firms maintain their operational independence, while they benefit from the synergies, scale, economics and best practices offered by Focus to achieve their business objectives. For more information about Focus, please visit www.focusfinancialpartners.com.
Cautionary Note Concerning Forward-Looking Statements
This release contains certain forward-looking statements that reflect Focus’ current views with respect to certain current and future events. These forward-looking statements are and will be, subject to many risks, uncertainties and factors relating to Focus’ operations and business environment, including, without limitation, uncertainty surrounding the current COVID-19 pandemic, which may cause future events to be materially different from these forward-looking statements or anything implied therein. Any forward-looking statements in this release are based upon information available to Focus on the date of this release. Focus does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any statements expressed or implied therein will not be realized. Additional information on risk factors that could affect Focus may be found in Focus’ filings with the Securities and Exchange Commission.
Investor and Media Contact
Tina Madon
Senior Vice President
Head of Investor Relations & Corporate Communications
Focus Financial Partners
P: +1-646-813-2909
tmadon@focuspartners.com
Cover |
Sep. 24, 2020 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Sep. 24, 2020 |
Entity File Number | 001-38604 |
Entity Registrant Name | FOCUS FINANCIAL PARTNERS INC. |
Entity Central Index Key | 0001651052 |
Entity Tax Identification Number | 47-4780811 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 875 Third Avenue |
Entity Address, Address Line Two | 28th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10022 |
City Area Code | 646 |
Local Phone Number | 519-2456 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Class A common stock, par value $0.01 per share |
Trading Symbol | FOCS |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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