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 28, 2008
Merrill Lynch & Co., Inc.
(Exact Name of Registrant as Specified in its Charter)
| |
|
|
|
|
| Delaware
|
|
1-7182
|
|
13-2740599 |
| |
|
|
|
|
| (State or Other
|
|
(Commission
|
|
(I.R.S. Employer |
| Jurisdiction of
|
|
File Number)
|
|
Identification No.) |
| Incorporation) |
|
|
|
|
| |
|
|
| 4 World Financial Center, New York, New York
|
|
10080 |
| |
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 449-1000
(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:
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
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. |
(c) On April 28, 2008, Merrill Lynch & Co., Inc. (“Merrill Lynch”) announced that Thomas K.
Montag will be joining Merrill Lynch in August 2008 to serve as Executive Vice President and Head
of Global Sales and Trading.
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 April 24, 2008, the Merrill Lynch Board of Directors approved the election of Thomas K.
Montag as Executive Vice President and Head of Global Sales and Trading, effective upon his joining
Merrill Lynch. Mr. Montag will report to Chairman and Chief Executive Officer John A. Thain. The
Board of Directors also approved the terms of the agreement with Mr. Montag (the “Agreement”).
Under the terms of the Agreement, it is expected that Mr. Montag will join Merrill Lynch in early
August 2008. The financial terms of the Agreement include: (1) an annual salary of $600,000; (2) a
bonus for fiscal year 2008 of $39.4 million, payable in cash and in stock-based compensation in
January 2009; and (3) compensation for the forfeiture of equity
awards from The Goldman Sachs Group, Inc.,
his former employer, one-third of which will be paid in cash and the remainder of which will be
granted as restricted stock units and nonqualified stock options (with similar terms and conditions
as those contained in the forfeited equity awards). The Agreement does not provide for any
guaranteed bonus payments for future years. Mr. Montag’s future bonus compensation will be
determined annually by the Management Development and Compensation Committee of the Merrill Lynch
Board of Directors.
Mr. Montag also will be subject to Merrill Lynch’s standard executive restrictive covenant
agreement that provides for notice prior to termination and
limitations on post-termination
competition with Merrill Lynch and the hiring and solicitation of Merrill Lynch employees.
The Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.