The terms of the Investment and Contribution Agreement (the Agreement) between Virtus Investment Partners, Inc. (the Company) and a predecessor to the Bank of Montreal (BMO), provide that, for so long as BMO owns at least 10% of the Companys outstanding common stock, BMO has the right to designate one director nominee (the Investor Designate) for election to the Board of Directors of Virtus Investment Partners, Inc. (the Board), subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. Mr. Russel Robertson has served as the Investor Designate since May 2013.
On August 17, 2016 Mr. Robertson tendered his resignation as a Director of the Company which became effective upon acceptance by the Board on August 17, 2016. On August 17 , 2016, pursuant to the Agreement and following the consideration and recommendation of the Governance Committee of the Board, the Board appointed BMOs successor Investor Designate, Catherine Roche, as Mr. Robertsons replacement to serve as a Class II director of the Company. Ms. Roche currently serves as Head, Office of Strategic Management, BMO Financial Group.
Ms. Roche will not currently serve on any of the committees of the Board nor will she currently receive compensation from the Company for her service as a director on the Board. In connection with the appointment of Ms. Roche to the Board, the Company intends to enter into the same Indemnification Agreement with Ms. Roche that it has entered into with its other directors.
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.
VIRTUS INVESTMENT PARTNERS, INC.
Dated:August 22, 2016
/s/ Mark S. Flynn
Mark S. Flynn
Executive Vice President, General Counsel and Secretary
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