Current Report Filing (8-k)
October 31 2019 - 11:42AM
Edgar (US Regulatory)
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2019-10-31
2019-10-31
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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):
October 30, 2019
EATON VANCE CORP.
(Exact name of registrant as specified in its
charter)
Maryland
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1 – 8100
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04-2718215
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Two International Place, Boston, Massachusetts
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02110
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (617) 482-8260
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 (see General Instruction
A.2. below):
[_] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[_]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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(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
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(17 CFR 240.13e-4(c))
Securities registered pursuant to
Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Non-Voting Common Stock, $0.00390625 par value
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EV
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [_]
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
INFORMATION INCLUDED IN THE REPORT
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
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Certain Officers; Compensatory Arrangements
of Certain Officers.
On October 30, 2019, the Board of Directors
of Eaton Vance Corp. (the “Company”) and the holders of voting common stock of the Company (“Voting Stockholders”)
approved the Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended and restated (“Omnibus Incentive Plan”).
On October 29, 2019, the Compensation Committee of the Board of Directors of the Company, and on October 30, 2019, the Voting Stockholders,
approved the First Amendment (the “First Amendment”) to the Eaton Vance Corp. Deferred Alpha Incentive Plan, as amended
and restated (“Deferred Alpha Incentive Plan”).
The Omnibus Incentive Plan
provides for the grant of stock-based incentives, including stock options and restricted stock, to employees of the Company,
including its officers, as well as grants to certain members of the Company’s Board of Directors who qualify as
non-employee directors. The Omnibus Incentive Plan was amended and restated to: (i) increase the number shares of the
Company’s non-voting common stock issuable from 25,500,000 shares to 34,500,000 shares, (ii) eliminate the automatic
grant of initial deferred stock unit awards to non-employee directors upon their initial election and (iii) include certain
administrative updates. Subject to adjustment in the event of stock splits, stock dividends or similar events, grants may be
made under the Omnibus Incentive Plan for up to a total of thirty-four million five-hundred thousand shares (34,500,000)
shares of the Company’s non-voting common stock.
The Deferred Alpha Incentive Plan provides
incentive awards to eligible investment professionals of the Company and its subsidiaries and affiliates for generating above benchmark
returns over a multi-year time frame and to align long-term compensation with the investment products that they manage and/or contribute
to. Incentive awards made to eligible investment professionals under the Deferred Alpha Incentive Plan are tied to the performance
of one or more of the Company’s investment products they manage and/or contribute to over a three-year period or such other
period established by the Compensation Committee of the Board of Directors. Pursuant to the First Amendment, the Deferred Alpha
Incentive Plan was amended to provide for additional flexibility in designing incentive awards made on and after the date of the
amendment in order to facilitate such incentive awards being based on the performance of a sub-portfolio or strategy.
The description of the Omnibus Incentive
Plan and the First Amendment are each qualified in their entirety by reference to the Omnibus Incentive Plan and the First Amendment,
copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The disclosure under Item 5.02 of this
Current Report on Form 8-K in connection with the approval of the Omnibus Incentive Plan and the First Amendment is incorporated
into this Item 5.07 by reference. The Company’s Voting Stockholders approved the matters in Item 5.02 of this Current Report
on Form 8-K by unanimous written consent on October 30, 2019.
Item 9.01
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Financial Statements and Exhibits
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Exhibit No. Document
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
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.
EATON VANCE CORP.
(Registrant)
Date: October 31, 2019 /s/ Laurie G. Hylton
Laurie G. Hylton
Chief Financial Officer
Eaton Vance (NYSE:EV)
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