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
Date of Report (Date of earliest event reported): February 22, 2019
FOCUS FINANCIAL PARTNERS INC.
(Exact name of registrant as specified in its charter)
Delaware | | 001-38604 | | 47-4780811 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
825 Third Avenue, 27th Floor
New York, NY 10022
(Address of principal executive offices)
(Zip Code)
(646) 519-2456
Registrant’s Telephone Number, Including Area Code
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):
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))
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 x
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. x
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 22, 2019, the board of directors (the “Board”) of Focus Financial Partners Inc. (the “Company”) appointed Joseph Feliciani, Jr. to serve as a Class II director on the Board, effective as of April 1, 2019. Upon joining the Board, Mr. Feliciani will serve as a member of the audit committee of the Board.
As compensation for services provided as a member of the Board, Mr. Feliciani will receive compensation comparable to those of other members of the Board. In connection with his appointment, Mr. Feliciani will enter into an indemnification agreement with the Company comparable to those entered into by the Company’s executive officers and other members of the Board.
Except as disclosed herein, there are no arrangements or understandings between Mr. Feliciani and any other person pursuant to which he was selected as a director.
Item 7.01 Regulation FD Disclosure.
On February 28, 2019, the Company issued a press release announcing Mr. Feliciani’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 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.
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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.
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| FOCUS FINANCIAL PARTNERS INC. |
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| By: | /s/ J. Russell McGranahan |
| | J. Russell McGranahan |
| | General Counsel |
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Dated: February 28, 2019 | |
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