UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
Date
of report: March 2, 2008
(Date
of
earliest event reported)
E*TRADE
FINANCIAL CORPORATION
(Exact
name of registrant as specified in charter)
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Delaware
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1-11921
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94-2844166
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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135
East 57th Street
New
York, New York 10022
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (646)
521-4300
______________________________
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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¨
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Written
communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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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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¨
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Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
March 2, 2008, the Board of Directors
of E*TRADE
Financial
Corporation (the “Company”) appointed
Chairman
Donald H. Layton, age 57,
to
serve as
the Company’s Chief Executive
Officer. Mr. Layton, a
32-year financial services industry veteran, was elected Chairman of the Board
on November 29, 2007, after serving as an advisor to the Board during November 2007. Mr.
Layton will continue to serve as a Director and Chairman of the Board.
R. Jarrett Lilien, who
was
appointed acting CEO on November 29, 2007, will resume his role as President
and
Chief Operating Officer and remain a Director of the Company. The Board has
appointed C. Cathleen Raffaeli, who is a Director of the Company, as Lead
Independent Director.
Mr.
Layton will receive an annual base
salary of $1,000,000, and the Company granted to Mr. Layton stock options and
restricted stock, which will vest on a quarterly basis through 2009 and have
an
initial aggregate value of approximately $15.4 million (with the value for
the
stock options based on an option valuation methodology and for restricted stock
based on the intrinsic value on the grant date). Mr. Layton and the
Company will enter into an employment agreement with a term through 2009, which
will provide for no further equity grants and no opportunity for any cash
bonuses during the term. Under the employment agreement, if Mr.
Layton is terminated without cause, or if after a change in control, he resigns
for “good reason” (as defined in the Company’s previously filed form of
executive employment agreement), he will receive a severance payment of $5
million and accelerated vesting of his equity awards. He will not
receive separate compensation as Chairman or as a director.
Mr.
Layton’s 32 years of experience in
financial services includes 29 years at JPMorgan Chase & Co. and its
predecessors. Prior to his retirement
in 2004 from
J.P. Morgan Chase & Co., Mr. Layton was Vice Chairman and a member of its
three-person
Office of the
Chairman and
its Executive Committee. Previously, Mr. Layton
had been
Co-Chief Executive Officer of J.P. Morgan, the investment bank of J.P. Morgan
Chase & Co. Prior
to the merger of Chase Manhattan
and JPMorgan in 2000, Mr. Layton had been responsible since 1996 for Chase’s
worldwide capital markets and trading activities, including foreign exchange,
risk management products, emerging markets and fixed income. Mr.
Layton, as Senior Advisor to the
Securities Industry and Financial Markets Association, chairs an industry
committee developing a stand-by dealer financing capability for government
and
other securities. He is also a member of the Federal Reserve Bank of
New York’s
International Capital Markets
Advisory Committee and the MIT Visiting Committee for Economics, and serves
as
Chairman of the Board for the Partnership for the Homeless and as a director
of
the International Executive Service Corps. In May 2006, he became a member
of
the board of directors of Assured Guaranty Ltd., a credit insurance
company.
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.
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E*TRADE
FINANCIAL CORPORATION |
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Dated: March
3, 2008
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By:
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/s/ Arlen
W. Gelbard |
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Arlen
W. Gelbard |
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Chief
Administrative Officer and General Counsel |
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