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): January 29, 2010 (January 25, 2010)
AMBAC FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
| | | | |
| Delaware | | 1-10777 | | 13-3621676 |
| (State of incorporation) | | (Commission file number) | | (I.R.S. employer identification no.) |
One State Street Plaza, New York, New York 10004
(Address of principal executive offices) (Zip Code)
(212) 668-0340
(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:
| ¨ | | 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-4c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Actions Regarding Executive Compensation by the Compensation Committee on January 25, 2010:
At its January 25th meeting, the Compensation Committee (the “Committee”) of the Board of Directors of Ambac Financial Group, Inc. (“Ambac”) increased the base salary for 2010 of all of its executive officers except Messrs. Eisman, Smith and Trick. Listed below are the 2010 base salaries of the Company’s Chief Executive Officer and named executive officers for whom such increases were approved (which officers were determined by reference to the Company’s proxy statement, dated March 25, 2009).
Base Salaries for 2010
| | | | | |
Name | | Title | | Base Salary Amount |
| Michael A. Callen | | Chairman | | $ | 812,500 |
| David W. Wallis | | Chief Executive Officer | | $ | 1,250,000 |
| Kevin J. Doyle | | Senior Vice President and General Counsel | | $ | 625,000 |
The Committee also awarded the following cash bonuses to the Company’s Chief Executive Officer, Chief Financial Officer and its named executive officers (which officers were determined by reference to the Company’s proxy statement, dated March 25, 2009) for their 2009 performance.
Bonuses for 2009
| | | | | |
Name | | Title | | 2009 Cash Bonus Amount |
Michael A. Callen | | Chairman | | $ | 536,250 |
David W. Wallis | | Chief Executive Officer | | $ | 687,500 |
Kevin J. Doyle | | Senior Vice President and General Counsel | | $ | 330,000 |
David Trick | | Senior Managing Director and Chief Financial Officer | | $ | 225,000 |
Retention Agreements for 2010
In addition, the Committee entered into retention agreements with certain of its executive officers, including its Chairman, Chief Executive Officer and General Counsel. These agreements provide for four quarterly cash retention payments. In order for the executive to keep a quarterly retention payment, he must still be employed by the Company (unless terminated by the Company without cause) on the applicable Retention Date.
The retention payment schedule is as follows:
| | |
Payment Date | | Retention Date |
January 29, 2010 | | April 28, 2010 |
April 29, 2010 | | July 28, 2010 |
July 29, 2010 | | October 28, 2010 |
October 29, 2010 | | January 29, 2011 |
If the Company terminates the executive for Cause or the executive terminates his employment with the Company for any reason following a Payment Date but prior to the corresponding Retention Date, the executive is required to return to the Company the retention payment that was paid on the last occurring Payment Date prior to the date the executive’s employment terminates within thirty (30) days following the date that the executive’s employment terminates. Listed below are the 2010 quarterly retention payments for the Chief Executive Officer and named executive officers (which officers were determined by reference to the Company’s proxy statement, dated March 25, 2009).
2010 Retention Payments
| | | | | |
Name | | Title | | Quarterly Retention Amount |
Michael A. Callen | | Chairman | | $ | 227,500 |
David W. Wallis | | Chief Executive Officer | | $ | 281,250 |
Kevin J. Doyle | | Senior Vice President and General Counsel | | $ | 133,750 |
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 thereunto duly authorized.
| | | | |
| | Ambac Financial Group, Inc. |
| | (Registrant) |
| Dated: January 29, 2010 | | | | |
| | By: | | /S/ ANNE GILL KELLY |
| | | | Anne Gill Kelly |
| | | | Managing Director, Corporate Secretary and Assistant General Counsel |
