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): January 14, 2005
NUVEEN INVESTMENTS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11123 36-3817266
(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
333 West Wacker Drive, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 917-7700
Not Applicable
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(Former Name or Former 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule l4a-12 under the Exchange Act
(17 CFR 240.l4a-12)
[ ] Pre-commencement communications pursuant to Rule l4d- 2(b) under the
Exchange Act (17 CFR 240.14d- 2(b))
[ ] Pre-commencement communications pursuant to Rule l3e-4(c) under the
Exchange Act (17 CFR 240.l3e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
The Compensation Committee of the Board of Directors of Nuveen
Investments, Inc. (the "Company") approved, effective January 14, 2004,
Long-Term Equity Performance Awards of restricted stock and stock options (the
"Performance Awards") to 24 officers of the Company, including each of its named
executive officers. The Performance Awards were made pursuant to the Second
Amendment and Restatement of the Nuveen 1996 Equity Incentive Award Plan (the
"Plan"), which was approved by the Company's stockholders in 2002. The
Performance Awards include a total of 269,300 shares of restricted stock and
ten-year options to purchase 1,443,000 shares of stock.
The Performance Awards will be earned through a combination of the
Company's achieving specified performance thresholds (the "Performance
Thresholds") during the three-year period from 2005 through 2007 (the
"Performance Period") with subsequent time-based vesting for each recipient. All
of the Performance Awards will be earned if both Performance Thresholds are
satisfied and one-half of the Performance Awards will be earned if only one of
the two specified Performance Thresholds is satisfied (subject, in each case, to
the additional time-based vesting). If neither Performance Threshold is
achieved, the Performance Awards will be forfeited by the recipients.
The two Performance Thresholds are as follows:
o The first Performance Threshold requires the arithmetic
average of (1) the compound growth rate of pre-tax net
operating income of the Company during the Performance Period
and (2) the compound annual growth rate of the fully-diluted
earnings per share of the Company during the Performance
Period to equal or exceed 11%.
o The second Performance Threshold requires the average assets
under management of the Company to grow to a level that equals
or exceeds $150 billion for any two consecutive quarters
during the Performance Period, subject to the incremental
assets raised in the Performance Period generating advisory
revenues consistent with the prevailing revenue-generating
profile of the Company's assets under management. In addition,
the Committee may adjust the $150 billion figure in its
discretion to account for significant transactions or events.
After the satisfaction of the relevant Performance Threshold,
additional time-based vesting is required. Restricted shares (plus accumulated
dividend-equivalent shares) will vest in one installment (i.e., cliff vest) on
January 14, 2011 and stock options will vest in three equal annual installments
on January 14, 2009, January 14, 2010 and January 14, 2011.
The Performance Awards also provide for fractional accelerated vesting
if various specified events, including death, disability, termination without
cause, or a change in control of the Company, occur during the Performance
Period. In the event any such event occurs during the
time vesting period after a Performance Threshold has been met, the vesting of
the Performance Award will be accelerated.
The Performance Awards are in addition to the regular annual equity
incentive awards being granted to management in the normal course of
administering the Company's annual bonus programs (including the Executive
Officer Performance Plan), which do not include performance vesting.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Second Amendment and Restatement of the Company's 1996 Equity
Incentive Award Plan (Exhibit 10.1(c) to the Company's Form 10-K
for year ended December 31, 2001)
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.
NUVEEN INVESTMENTS, INC.
By: /s/ Alan G. Berkshire
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Alan G. Berkshire
Senior Vice President
Dated: January 21, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Second Amendment and Restatement of the Company's
1996 Equity Incentive Award Plan (Exhibit 10.1(c) to
the Company's Form 10-K for year ended December 31,
2001)