|
Item 5.02.
|
Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
Election of Directors and Officers
On February 10, 2017, the Board of
Directors (the “Board”) of CIT Group Inc. (“CIT” or the “Company”) appointed Dorene
Dominguez, age 54, as a member of the Company’s Board and as a member of the Regulatory Compliance Committee, effective
February 13, 2017. She is also a director of CIT Bank, N.A. since September 10, 2015. Ms. Dominguez is an
independent director under the criteria established by the New York Stock Exchange and under CIT’s Corporate Governance
Guidelines. A press release announcing the election of Ms. Dominguez is attached as Exhibit 99.1.
Ms. Dominguez currently serves as
the chairwoman and chief executive officer of Vanir Group of Companies, Inc., and its subsidiaries Vanir
Construction Management, Inc. and Vanir Development Company, Inc. Having a national presence in program, project, and
construction management services, Vanir Construction Management is ranked #26 in revenue by Engineering News & Review.
Ms. Dominguez is an active member
of various community improvement projects, boards and commissions, including chair of The Dominguez Dream, which serves
elementary schools in underserved communities by providing academic enrichment programs in math, science, language arts and
engineering. She is a current member of the Latino Studies Board of Notre Dame University in South Bend Indiana, Pride
Industries Board of Directors, Coca-Cola Hispanic Advisory Council and Cal Chamber Board, and sits on the Board of the
University of Southern California, Lusk Center for Real Estate. Dominguez formerly served as a member of the American River
Bank Board of Directors, the New America Alliance and the National Council of La Raza.
Ms. Dominguez graduated from
the University of Notre Dame and holds a bachelor's degree in business finance. She also earned a Certificate for
Corporate Governance from the Center for Business and Government, John F. Kennedy School of Government, Harvard
University.
In connection with her appointment to
the Board, Ms. Dominguez 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, Ms. Dominguez will also
receive an annual cash retainer of $85,000 (payable semi-annually as cash or restricted stock units, at the election of the director)
and annual equity awards of restricted stock units valued at $95,000.
Item 9.01. Exhibits.
(d)
Exhibits
. The following
exhibits are being filed herewith:
99.1
|
Press Release issued by CIT Group Inc., dated February 14, 2017, reporting the election of Dorene Dominguez to the Board of Directors.
|
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, (i) the risk that Bohai shareholders do not approve the transaction or the parties do not receive
or satisfy regulatory or other approvals and conditions on a timely basis or approvals are subject to conditions that are not anticipated,
(ii) the risk that modifications to the terms of the transaction may be required in order to obtain or satisfy such approvals or
conditions, (iii) the risk that the transaction does not close or that there are changes in the anticipated timing for closing
the transaction, (iv) the risk that there are difficulties, delays or unexpected costs in separating Commercial Air from CIT or
in implementing the transaction, (v) the risk of business disruption during the pendency of or following the transaction, including
diversion of management time, (vi) the risk that CIT is unsuccessful in implementing its Amended Capital Plan on the timing and
terms contemplated, (vii) the risk that CIT is unsuccessful in implementing its strategy and business plan, (viii) the risk that
CIT is unable to react to and address key business and regulatory issues, (ix) 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 (x) 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.