UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report: September 8, 2009
(Date of earliest event reported)
E*TRADE FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)
| Delaware | 1-11921 | 94-2844166 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
135 East 57th Street
New York, New York 10022
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (646) 521-4300
______________________________
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:
¨ 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))
On September 9, 2009, E*TRADE Financial Corporation (the “Company”) announced that Donald H. Layton will step down as Chairman and CEO of the Company, and as a member of the Board of Directors, at the end of 2009 on schedule when his contract expires. Mr. Layton will work in partnership with a special committee of the Board of Directors to oversee a search for his successor. On September 8, 2009, the Company’s Board of Directors, on recommendation of its Compensation Committee, approved a compensation package for Mr. Layton as part of a transition agreement for his remaining term in recognition of his overseeing a recapitalization of E*TRADE’s balance sheet and leading a restructuring effort. This package provides for a payment of $375,000 per month through the end of the year and a payment of an additional $1.5 million at the end of the year in return for his commitment to assist with the search for and transition to a successor.
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.
| | | E*TRADE FINANCIAL CORPORATION | |
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| Dated: | September 9, 2009 | By: | /s/ Karl A. Roessner | |
| | | | Name: Karl A. Roessner | |
| | | | Title: Corporate Secretary | |
