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): December 3, 2007
Merrill Lynch & Co., Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-7182
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13-2740599 |
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| (State or Other
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification No.) |
| Incorporation) |
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| 4 World Financial Center, New York, New York
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10080 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code:
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(212) 449-1000 |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(b) and (c) On December 3, 2007, Merrill Lynch & Co., Inc. (“Merrill Lynch”) announced that
Nelson Chai, Chief Financial Officer of NYSE Euronext, Inc. has been
appointed Chief Financial
Officer and Executive Vice President of Merrill Lynch effective December 10, 2007. Mr. Chai
succeeds Jeffrey N. Edwards, who has been the company’s chief financial officer since 2005. Mr.
Edwards will remain with Merrill Lynch.
The Company’s related press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated
by reference herein.
(e) On December 3, 2007, Merrill Lynch entered into an agreement with Mr. Chai that covered the
terms on which he would join Merrill Lynch (the “Agreement”). Under the terms of the Agreement,
Mr. Chai will join Merrill Lynch effective December 10, 2007. The financial terms of the agreement
include (1) an annual salary of $600,000; (2) a cash bonus for fiscal year 2007 of $2,500,000,
payable 50% in cash and 50% in stock-based compensation in January 2008 in recognition that Mr.
Chai will not receive a bonus from the NYSE for 2007 (3) compensation for the forfeiture of
unvested equity awards from the NYSE, including: (A) Merrill Lynch stock options (replacement
options) with a Black Scholes value and vesting, expiration and other terms that are the same as
the NYSE stock options he is forfeiting, and (B) Merrill Lynch restricted stock units with the same
value and vesting terms as the NYSE restricted stock units that he is forfeiting; and (4) sign-on
equity awards consisting of 270,000 Merrill Lynch stock options (sign-on options), two thirds of
which are subject to performance vesting requirements, and 90,000 restricted stock units (sign-on
restricted units). The Agreement does not provide for any guaranteed bonus payments for future
years. Mr. Chai’s future bonus compensation will be determined annually by the Management
Development and Compensation Committee of the Board.
The grants of replacement and sign-on restricted stock and replacement and sign-on stock options
will be effective December 10, 2007. The exercise price of the sign-on and replacement stock
options will be equal to the mean of the high and low sales prices of Merrill Lynch Common Stock on
December 10, 2007 (start date price). The sign-on restricted units will vest and be payable in
shares in five annual installments on the first five anniversaries of the start date, or, if
earlier, upon a change in control of Merrill Lynch. One third of the sign-on stock options will
vest and become exercisable in two equal annual installments on the first two anniversaries of the
start date, or, if earlier, upon a change in control of Merrill Lynch. An additional third of the
sign-on stock options will vest and become exercisable if the average of Merrill Lynch’s closing
stock prices over any 15 consecutive trading days is at least equal to the sum of the start date
price plus $20, or, if earlier, upon a change in control in which the price paid per share of
Merrill Lynch stock is at least equivalent to such sum. The final third of the sign-on stock
options will vest and become exercisable if the average of Merrill Lynch closing stock prices over
any 15 consecutive trading days is at least equal to the sum of the start date price plus $40, or,
if earlier, upon a change in control in which the price paid per share of Merrill Lynch stock is
at least equivalent to such sum. In no event will the sign-on stock options become exercisable,
whether or not vested, prior to the second anniversary of the start date, unless Mr. Chai is
terminated without cause, dies or becomes disabled. Notwithstanding the foregoing, the equity
awards described above will, in the event of death or termination without cause, fully vest and
become exercisable, or, in the case of disability or retirement (in accordance with Merrill Lynch’s
applicable retirement eligibility policy), continue to vest over their stated vesting schedule.
The details of such grants are more fully described in the forms of Grant Documents filed as
Exhibits 10.1 and 10.2 to the Company Current Report on Form 8-K dated December 4, 2007.
The Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.