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 3, 2010
AXA FINANCIAL, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-11166 13-3623351
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1290 Avenue of the Americas
New York, New York 10104
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(Address of principal executive offices) (Zip Code)
(212) 554-1234
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(Registrant's telephone number, including area code)
None
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(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
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following provisions (see General Instruction A.2. below):
/ / Written communications pursuant to Rule 425 under the Securities Act
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/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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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.
On December 3, 2010, AXA Financial, Inc. ("AXA Financial") announced that
Christopher M. Condron, President and Chief Executive Officer and a member of
the Board of Directors (the "Board") of AXA Financial is retiring, effective
January 1, 2011.
In connection with Mr. Condron's retirement and in light of his distinguished
service, AXA Financial and Mr. Condron entered into a letter agreement (the
"Letter Agreement") pursuant to which AXA Financial has waived a provision
contained in Mr. Condron's employment agreement that otherwise would have caused
Mr. Condron to immediately forfeit all unvested stock options and all vested
benefits accumulated under company programs (except as required by law), as well
as limit the time period in which Mr. Condron could exercise certain vested
options, due to his termination of employment prior to age 65.
A copy of the Letter Agreement is attached hereto as Exhibit 99.1 and the
description set forth herein is qualified in its entirety by reference thereto.
On December 3, 2010, the Board named Mark Pearson, age 52, President and Chief
Executive Officer of AXA Financial and elected Mr. Pearson to the Board,
effective January 1, 2011. Mr. Pearson was also named a member of the Executive
Committee of the Board. Mr. Pearson will also serve as Chairman of the Board of
AXA Equitable Life Insurance Company ("AXA Equitable") and Chief Executive
Officer of AXA Equitable. Certain of Mr. Pearson's appointments are subject to
prior consultation with and/or approval by insurance regulatory and other
governmental authorities.
Mr. Pearson joined AXA in 1995 with the acquisition of National Mutual (now AXA
Asia Pacific Holdings) and was appointed Regional Chief Executive of AXA Asia
Life in 2001. In 2008, he became President and Chief Executive Officer of AXA
Japan and was appointed a member of the Executive Committee of AXA. Before
joining AXA, Mr. Pearson spent approximately 20 years in the insurance sector,
assuming several senior manager positions at National Mutual and Friends
Provident. Mr. Pearson is a Fellow of the Chartered Association of Certified
Accountants.
Item 9.01 Exhibits.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
99.1 Condron Letter Agreement
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SIGNATURE
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.
AXA FINANCIAL, INC.
Date: December 3, 2010 By: /s/ Dave Hattem
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Name: Dave Hattem
Title: Senior Vice President and
General Counsel
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