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): December 28, 2020
FOCUS FINANCIAL PARTNERS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38604 | 47-4780811 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| | | |
| | 875 Third Avenue, 28th 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):
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, par value $0.01 per share | | FOCS | | Nasdaq Global Select Market |
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 December 28, 2020, the board of directors (the “Board”) of Focus Financial Partners Inc. (the “Company”) appointed Krissy Mashinsky to serve as a Class II director on the Board, effective January 1, 2021. Upon joining the Board, Ms. Mashinsky will serve as a member of the audit and risk committee of the Board and chair of the nominating, governance and sustainability committee of the Board.
As compensation for services provided as a member of the Board, Ms. Mashinsky will receive compensation comparable to those of other members of the Board.
Except as disclosed herein, there are no arrangements or understandings between Ms. Mashinsky and any other person pursuant to which she was selected as a director.
On December 28, 2020, Deborah McWhinney and Noah Gottdiener notified the Board of their retirement from the Board, effective January 1, 2021. Ms. McWhinney’s and Mr. Gottdiener’s retirements are not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 7.01 | Regulation FD Disclosure. |
On December 28, 2020, the Company issued a press release announcing Ms. Mashinky’s appointment and Ms. McWhinney’s and Mr. Gottdiener’s retirements. 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.
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: December 28, 2020
