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

May 14, 2007 (May 8, 2007)
Date of Report (Date of earliest event reported)

INVESTMENT TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-32722	95-2848406
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

380 Madison Avenue
New York, New York	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (212) 588-4000.

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   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.

(b)           Departure of Directors

Raymond L. Killian, Jr. resigned as Chairman of the Board of Directors of the Company on May 8, 2007 at the Annual Meeting of Shareholders of Investment Technology Group, Inc. (the “Company”).  Maureen O’Hara was appointed as Chairman of the Board of Directors on May 8, 2007.  Ms. O’Hara has served as a director of the Company since 2003 and as lead director since January 2005.

(e)           Entry into Material Compensatory Plan

The Company’s shareholders re-approved the Company’s Amended and Restated 1994 Stock Option and Long Term Incentive Plan (the “1994 Plan”) on May 8, 2007 at the Annual Meeting of Shareholders of the Company.  The 1994 Plan was re-approved so that the restricted stock unit award granted to Robert C. Gasser, the Company’s President and Chief Executive Officer, under the 1994 Plan will qualify as “performance-based compensation” that is tax deductible by the Company without limitation under the $1 million deductibility cap in Section 162(m) of the Internal Revenue Code of 1986.

Also at the Annual Meeting of Shareholders, the Company’s shareholders approved the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Plan”), which had previously been adopted by the Board of Directors subject to shareholder approval.

The material terms of the 1994 Plan and the 2007 Plan are described in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 27, 2007.

Item 9.01 — Financial Statements and Exhibits.

(d)           Exhibits

Exhibit Number	Description
99.1	Press Release of Investment Technology Group, Inc. dated as of May 9, 2007

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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.

	INVESTMENT TECHNOLOGY GROUP, INC.
Dated: May 14, 2007	By:	/s/ P. Mats Goebels
		P. Mats Goebels
		Managing Director, General Counsel, and Duly Authorized Signatory of Registrant

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release of Investment Technology Group, Inc. dated as of May 9, 2007

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EX-99.1

380 Madison Avenue, New York, NY 10017
Tel. 212.588.4000   www.itg.com

FOR IMMEDIATE RELEASE

Investment Technology Group Names Maureen O’Hara as
Chairman of Board of Directors

NEW YORK, May 9, 2007 — Investment Technology Group, Inc. (NYSE: ITG), today announced that Maureen O’Hara has been appointed Chairman of its Board of Directors.

Maureen O’Hara has been a director since January 2003 and lead director since January 2005. Dr. O’Hara currently serves as the Robert W. Purcell Professor of Finance at the Johnson Graduate School of Management, Cornell University.

“I am excited to take on this new role as Chairman of the Board of Directors at ITG,” said Dr. O’Hara. “During my past several years with ITG, the firm has experienced tremendous growth in an ever-changing industry. I look forward to working with ITG as we continue our leadership role in this competitive landscape.”

“Dr. O’Hara has helped ITG achieve unparalleled growth and success over her past two years as Lead Director,” said Bob Gasser, ITG’s CEO and President.  “In her new role as Chairman of the Board of Directors, she will continue to bring exceptional understanding and insight into the issues facing our industry and help drive the future growth of ITG.”

Dr. O’Hara holds a B.S. in Economics from the University of Illinois and a M.S. in Economics and Ph.D. in Finance from Northwestern University. Dr. O’Hara joined the faculty at Cornell in 1979. She has had visiting appointments at UCLA, the London Business School, the University of New South Wales, Cambridge University, and Hong Kong University of Science and Technology. Dr. O’Hara’s research focuses on issues in market microstructure, and she is the author of numerous journal articles as well as Market Microstructure Theory (Blackwell: 1995). In addition, Dr. O’Hara publishes widely on a broad range of topics in finance, including banking, law and finance, and experimental economics. She has served as President of the American Finance

Association. In December 2006, Ms. O’Hara joined the board of directors of NewStar Financial Inc.

About ITG

Investment Technology Group, Inc. (NYSE:ITG), is a specialized agency brokerage and technology firm that partners with clients globally to provide innovative solutions spanning the entire investment process.  A pioneer in electronic trading, ITG has a unique approach that combines pre-trade analysis, order management, trade execution, and post-trade evaluation to provide clients with continuous improvements in trading and cost efficiency.  The firm is headquartered in New York with offices in North America, Europe and the Asia Pacific regions. For more information on ITG, please visit www.itg.com.

In addition to historical information, this press release may contain “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995, that reflect management’s expectations for the future. A variety of important factors could cause results to differ materially from such statements. These factors include the company’s ability to achieve expected future levels of sales; the actions of both current and potential new competitors; rapid changes in technology; financial market volatility; general economic conditions in the United States and elsewhere; evolving industry regulation; cash flows into or redemption from equity funds; effects of inflation; customer trading patterns; and new products and services. These and other risks are described in greater detail in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and other documents filed with the Securities and Exchange Commission and available on the company’s web site.

Investor and Media Relations Contact:
Alicia Curran
(212) 444-6130

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