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): March 9, 2011
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
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 20, 2010, AXA Financial, Inc. filed a Current Report on Form 8-K/A
(the "Form 8-K/A") disclosing the appointment of Mark Pearson as President and
Chief Executive Officer of AXA Financial, Inc. and Chairman of the Board and
Chief Executive Officer of AXA Equitable (collectively, the "Company") effective
February 11, 2011. The Form 8-K/A also disclosed that Mr. Pearson will receive
a base salary of $1,150,000, an annual bonus opportunity equal to 170% of his
salary, a guaranteed bonus for 2011 of no less than $1,773,216 and a target
equity award for 2011 of 137,500 stock options and 45,000 performance units.
On March 9, 2011, the Company entered into an employment agreement with Mr.
Pearson which contains the terms described above as well as other terms and
conditions related to Mr. Pearson's employment (the "Agreement"). Under the
Agreement, Mr. Pearson's employment will continue until his age 65 unless
terminated earlier by either party on 30 days notice (the "Term"). During the
Term, in addition to the above compensation, Mr. Pearson will be entitled to
receive certain benefits consistent with those received by other executive
officers and other benefits consistent with his status as an expatriate, as well
as tax gross-ups for related imputed income.
If Mr. Pearson's employment is terminated during the Term by the Company without
"cause" or Mr. Pearson resigns for "good reason" (both as defined in the
Agreement), Mr. Pearson will be entitled to certain severance benefits,
including (i) severance pay equal to the sum of two years of salary and bonus,
(ii) a pro-rated bonus at target for the year of termination and (iii) excess
pension plan accruals on the severance pay. For this purpose, "good reason"
includes a material reduction in Mr. Pearson's duties or authority, the removal
of Mr. Pearson from his positions, the Company requiring Mr. Pearson to be based
at an office more than 75 miles from New York City and a change in control of
the Company. The severance benefits are contingent upon Mr. Pearson releasing
all claims against the Company and his entitlement to severance pay will be
discontinued if he provides services for a competitor. Also, in the event of a
termination of Mr. Pearson's employment by the Company without cause or Mr.
Pearson's resignation due to a change in control, Mr. Pearson's severance
benefits will cease after one year if certain performance conditions are not
met. Mr. Pearson will not be entitled to participate in any other Company
severance plan or program.
The Agreement further provides that Mr. Pearson may not solicit the Company's
customers or employees for a period of one year following termination of
employment for any reason or, if longer, during the period he receives any
severance pay. Mr. Pearson is also prohibited from competing with the Company
for a period of one year following termination of employment (six months in the
case of termination by Mr. Pearson without good reason).
The foregoing summary is qualified in its entirety by reference to the complete
text of the Agreement, a copy of which is filed with this Current Report on Form
8-K as Exhibit 99.1 and which is incorporated herein by reference.
Item 9.01 Exhibits.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
99.1 Pearson Employment 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: March 15, 2011 By: /s/ Dave Hattem
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Name: Dave Hattem
Title: Senior Vice President and
General Counsel
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