Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Resignation of Director
On November 9, 2016, John J. Oros advised
Ellen R. Alemany, Chairwoman and Chief Executive Officer of CIT Group Inc. (“CIT” or the “Company) that he resigned
from the Board of Directors (the “Board”) of CIT and the Audit Committee and Regulatory Compliance Committee of the
Board, effective immediately. The current term for Mr. Oros was scheduled to expire on May 9, 2017, the date of the next Annual
Meeting of Shareholders. Mr. Oros has served as a director of the Company and as a member of the Audit Committee and the Regulatory
Compliance Committee since May 2016. Mr. Oros resigned due to the demands and requirements of his position with J.C. Flowers &
Co. and the JCF Funds, including those which hold shares of CIT common stock, and not due to a disagreement with the Company on
any matters involving the Company’s operations, policies or practices.
Election of New Director
On November 10, 2016, the Board appointed
Michael L. Brosnan (58) as a director of the Company, effective immediately. The Board also appointed Mr. Brosnan to the Audit
Committee and the Regulatory Compliance Committee of the Board. Mr. Brosnan was an employee of the Office of the Comptroller of
the Currency for 30 years, serving in a number of leadership positions, including Examiner-in-Charge for Midsize Bank Supervision
from May 2013 to May 2016 and Senior Deputy Comptroller for Large Bank Supervision from December 2010 to April 2013. In addition,
he served as a member of the OCC’s Executive Committee and the Committee on Bank Supervision from December 2010. Previously,
Mr. Brosnan served as Deputy Comptroller for Large Banks, where he was responsible for line supervision of a portfolio of large
banks, ensuring that risk-based strategies and staffing were effectively aligned.
From 2004 to 2008, he also served in
executive management roles at Bank of America and MBNA. At Bank of America, he served as head of Enterprise Operational Risk,
as Risk Manager for the Global Technology and Operations, Chief Administrative Office, and Supplier Risk Management of the
bank, and as Compliance Executive for Bank of America Card Services. Prior to Bank of America, Mr. Brosnan oversaw the
Operational Risk Management Division of MBNA America. Before joining MBNA, he spent 21 years with the OCC, most recently
as Examiner-in-Charge for Bank of America. Mr. Brosnan is an independent director under the criteria established by the New
York Stock Exchange and under CIT’s Corporate Governance Guidelines.
In connection with his appointment to
the Board, Mr. Brosnan will receive a one-time equity-based grant of $100,000 in the form of restricted stock units, as provided
in the Company’s existing compensation plan for non-management directors. Under the existing plan, Mr. Brosnan will also
receive an annual retainer of $85,000 (payable as cash or restricted stock units, at the election of the director) and restricted
stock units valued at $95,000.
Termination of Nomination & Support Agreement
As previously
reported on Form 8-K filed February 22, 2016,
the Company and J.C. Flowers & Co. LLC
(“JCF”), who collectively with its affiliates and associates, beneficially owned a total of 7,007,345 shares of the
Company’s common stock, entered into a Nomination and Support Agreement, dated February 18, 2016 (the “Agreement”).
Following the resignation of Mr. Oros from the Board, JCF gave written notice on November
10, 2016 that it was irrevocably waiving its right to appoint a substitute director for Mr. Oros. Pursuant to the terms of the
Agreement, since JCF has irrevocably waived its right to appoint a substitute director for Mr. Oros, the standstill restrictions
and the Agreement will terminate on November 25, 2016.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Form
8-K contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current
expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause
actual results to differ materially from those anticipated. The words “expect,” “anticipate,” “estimate,”
“forecast,” “initiative,” “objective,” “plan,” “goal,” “project,”
“outlook,” “priorities,” “target,” “intend,” “evaluate,” “pursue,”
“commence,” “seek,” “may,” “would,” “could,” “should,”
“believe,” “potential,” “continue,” or the negative of any of those words or similar expressions
is intended to identify forward-looking statements. All statements contained in this Form 8-K, other than statements of historical
fact, including without limitation, statements about our plans, strategies, prospects and expectations regarding future events
and our financial performance, are forward-looking statements that involve certain risks and uncertainties. While these statements
represent our current judgment on what the future may hold, and we believe these judgments are reasonable, these statements are
not guarantees of any events or financial results, and our actual results may differ materially. Important factors that could cause
our actual results to be materially different from our expectations include, among others, the risk that CIT is unsuccessful in
implementing its strategy and business plan, the risk that CIT is unable to react to and address key business and regulatory issues,
the risk that CIT is unable to achieve the projected revenue growth from its new business initiatives or the projected expense
reductions from efficiency improvements, and the risk that CIT becomes subject to liquidity constraints and higher funding costs.
We describe these and other risks that could affect our results in Item 1A, “Risk Factors,” of our latest Annual Report
on Form 10-K for the year ended December 31, 2015, which was filed with the Securities and Exchange Commission. Accordingly, you
should not place undue reliance on the forward-looking statements contained in this Form 8-K. These forward-looking statements
speak only as of the date on which the statements were made. CIT undertakes no obligation to update publicly or otherwise revise
any forward-looking statements, except where expressly required by law.