-----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, RzCnTORO5H5SbZ4McNc7vycpvmKYCM3xz9Ns8GT2cI0aweIwMgMdYQsCVuY5Xyio FC1UtzrTkAgC0TePOl1EFQ== 0000089024-10-000613.txt : 20101206 0000089024-10-000613.hdr.sgml : 20101206 20101206094757 ACCESSION NUMBER: 0000089024-10-000613 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101203 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: 20101206 DATE AS OF CHANGE: 20101206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXA FINANCIAL INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 133623351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11166 FILM NUMBER: 101233198 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE COMPANIES INC DATE OF NAME CHANGE: 19950721 8-K 1 e13323.txt CURRENT REPORT 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 3, 2010 AXA FINANCIAL, INC. - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-11166 13-3623351 - ------------------------------- ------------------------- ------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 1290 Avenue of the Americas New York, New York 10104 - ------------------------------------------------- ------------------------- (Address of principal executive offices) (Zip Code) (212) 554-1234 ---------------------------------- (Registrant's telephone number, including area code) None ------------------------------------------------------------------------- (Former name or 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 Certain Officers. On December 3, 2010, AXA Financial, Inc. ("AXA Financial") announced that Christopher M. Condron, President and Chief Executive Officer and a member of the Board of Directors (the "Board") of AXA Financial is retiring, effective January 1, 2011. In connection with Mr. Condron's retirement and in light of his distinguished service, AXA Financial and Mr. Condron entered into a letter agreement (the "Letter Agreement") pursuant to which AXA Financial has waived a provision contained in Mr. Condron's employment agreement that otherwise would have caused Mr. Condron to immediately forfeit all unvested stock options and all vested benefits accumulated under company programs (except as required by law), as well as limit the time period in which Mr. Condron could exercise certain vested options, due to his termination of employment prior to age 65. A copy of the Letter Agreement is attached hereto as Exhibit 99.1 and the description set forth herein is qualified in its entirety by reference thereto. On December 3, 2010, the Board named Mark Pearson, age 52, President and Chief Executive Officer of AXA Financial and elected Mr. Pearson to the Board, effective January 1, 2011. Mr. Pearson was also named a member of the Executive Committee of the Board. Mr. Pearson will also serve as Chairman of the Board of AXA Equitable Life Insurance Company ("AXA Equitable") and Chief Executive Officer of AXA Equitable. Certain of Mr. Pearson's appointments are subject to prior consultation with and/or approval by insurance regulatory and other governmental authorities. Mr. Pearson joined AXA in 1995 with the acquisition of National Mutual (now AXA Asia Pacific Holdings) and was appointed Regional Chief Executive of AXA Asia Life in 2001. In 2008, he became President and Chief Executive Officer of AXA Japan and was appointed a member of the Executive Committee of AXA. Before joining AXA, Mr. Pearson spent approximately 20 years in the insurance sector, assuming several senior manager positions at National Mutual and Friends Provident. Mr. Pearson is a Fellow of the Chartered Association of Certified Accountants. Item 9.01 Exhibits. EXHIBIT NUMBER EXHIBIT DESCRIPTION 99.1 Condron Letter Agreement -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. AXA FINANCIAL, INC. Date: December 3, 2010 By: /s/ Dave Hattem -------------------------------- Name: Dave Hattem Title: Senior Vice President and General Counsel -3- EX-99.1 2 e13323_ex99-1.txt CONDRON LETTER AGREEMENT December 3, 2010 Mr. Christopher M. Condron AXA Financial, Inc. 1290 Avenue of the Americas, 16th floor New York, New York 10104 Dear Mr. Condron: This letter confirms our understanding regarding the waiver of Section 10(b) of your amended and restated employment agreement dated November 5, 2010 (the "Agreement"). Please confirm your acceptance of the terms of this letter by signing below. As you know, Section 10(b) of the Agreement states that if you terminate your employment other than for "good reason" (as defined in the Agreement) prior to the age 65 expiration of the Agreement, you shall immediately forfeit any unvested stock options and unvested restricted stock shares and you shall not be entitled to any other benefits under any company plan or policy except as required by statute. In addition, Section 10(b) provides that any vested options then outstanding shall be exercisable at any time prior to the earlier of the expiration of the term of the options or the thirtieth day following the date of your termination of employment. In light of your distinguished service, both the AXA Financial, Inc. and AXA Equitable Life Insurance Company Boards of Directors have determined that, if you retire in accordance with the provisions of the AXA Equitable Retirement Plan prior to age 65, we will waive this provision of the Agreement. Sincerely, AXA FINANCIAL, INC. By: /s/ Richard Dziadzio --------------------- Richard Dziadzio Chief Financial Officer AXA EQUITABLE LIFE INSURANCE COMPANY By: /s/ Richard Dziadzio --------------------- Richard Dziadzio Chief Financial Officer ACCEPTED AND AGREED TO: /s/ Christopher Condron - ------------------------ Christopher Condron -----END PRIVACY-ENHANCED MESSAGE-----