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): April 27, 2006
NUVEEN INVESTMENTS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11123 36-3817266
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File 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 5.02 Departure of Directors or Principal Officers: Election of
Directors; Appointment of Principal Officers.
(c) On April 27, 2006, Nuveen Investments, Inc. (the "Company") issued a press
release announcing the appointment of Glenn R. Richter, 44, to its senior
management team as Chief Administrative Officer, effective May 30, 2006. Mr.
Richter currently serves as Executive Vice President and Chief Financial Officer
of RR Donnelley & Sons, a position he has held since April 2005. Prior to that,
Mr. Richter served as Executive Vice President and Chief Financial Officer of
Sears, Roebuck and Co. ("Sears"). Mr. Richter joined Sears as Vice President and
Controller in February 2000. He was named Senior Vice President, Finance in July
2001 and held that position until October 2002. Mr. Richter served as Chief
Financial Officer of Sears since October 2002. He became Executive Vice
President in 2004.
Mr. Richter's annual base salary will be $500,000, and he will be entitled to a
guaranteed minimum cash bonus for 2006 in the amount of $437,500, reflecting his
partial year of employment with the Company. His target bonus for 2007 will be
$800,000 to $1,000,000. Subject to Compensation Committee approval, upon joining
the Company Mr. Richter will also receive $450,000 in restricted stock vesting
in three years, $450,000 in restricted stock vesting in six years and $450,000
in stock options vesting in three years. These equity awards will be issued
under the Company's 2005 Equity Incentive Plan. Mr. Richter will also receive an
additional cash sign on bonus of $320,000, the full amount of which will be
payable only if he is employed by the Company of February 1, 2007. If Mr.
Richter is terminated other than for cause prior to January 1, 2008, he will be
entitled to a severance payment of $500,000. He will also receive employee
benefits provided to other senior executives.
There is no arrangement or understanding between Mr. Richter and any other
persons pursuant to which he was appointed as an executive officer. The press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release of Nuveen Investments, Inc. issued April 27, 2006
(filed herewith)
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/ John L. MacCarthy
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John L. MacCarthy
Senior Vice President and General Counsel
Dated: May 3, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release of Nuveen Investments, Inc. issued April 27, 2006
(filed herewith)