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):
November 29, 2010 (November 29, 2010)
WESTWOOD HOLDINGS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-31234 | 75-2969997 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices, including zip code)
(214) 756-6900
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | 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) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On November 29, 2010, the Board of Directors (the “Board”) of Westwood Holdings Group, Inc. (the “Company”) appointed Martin J. Weiland as a director of the Company to serve until the Company’s next Annual Meeting of Stockholders. Mr. Weiland will fill the current vacancy on the Board and will also be appointed to the Audit Committee of the Board.
In connection with his appointment, Mr. Weiland and the Company entered into an indemnification agreement, the form of which was filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 27, 2004.
Mr. Weiland will receive compensation in accordance with the Company’s standard non-employee director compensation practices, which are summarized in the Company’s Proxy Statement on Schedule 14A under the heading “Director Compensation,” filed with the U.S. Securities and Exchange Commission on March 11, 2010.
There are no transactions between Mr. Weiland and the Company that would be reportable under Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
On November 29, 2010, the Company issued a press release announcing the appointment of Mr. Weiland as a director of the Company, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K under this heading, including the related Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release of Westwood Holdings Group, Inc. dated November 29, 2010. | |
2
SIGNATURES
In accordance with 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.
| WESTWOOD HOLDINGS GROUP, INC. | ||||
| Date: November 29, 2010 | /S/ WILLIAM R. HARDCASTLE, JR. | |||
| William R. Hardcastle, Jr., | ||||
| Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of Westwood Holdings Group, Inc. dated November 29, 2010. | |
4
Exhibit 99.1
Westwood Holdings Group, Inc. Names Martin J. Weiland to its Board of Directors
Dallas, November 29, 2010 – Westwood Holdings Group, Inc. (NYSE: WHG) today announced the election of Martin J. Weiland to its Board of Directors.
Mr. Weiland is the former Chairman, President and Chief Executive Officer of Northern Trust Bank of Texas, having served as CEO from 1997 to 2009. He has more than 35 years experience in the trust and investment management industry, including senior roles at First Republic Bank, Texas Commerce Bank and Continental Illinois Bank. Mr. Weiland has been active in a broad range of civic and professional organizations and has served on a number of industry associations.
“We are very pleased to have Marty join our board,” said Brian O. Casey, President and Chief Executive Officer of Westwood. “Marty is a recognized leader in the community and has extensive experience in private wealth management. We look forward to his contribution and welcome him to the Westwood Holdings Group, Inc. and Westwood Trust Board of Directors.”
Mr. Weiland added, “I have admired the results Westwood has achieved for its clients and shareholders through diverse market environments. I look forward to joining the Westwood team and being an asset to the company, its staff and its shareholders.”
About Westwood
Westwood Holdings Group, Inc. manages investment assets and provides services for its clients through two subsidiaries, Westwood Management Corp. and Westwood Trust. Westwood Management Corp. is a registered investment advisor and provides investment advisory services to corporate pension funds, public retirement plans, endowments, foundations, the WHG Funds, other mutual funds and clients of Westwood Trust. Westwood Trust provides trust services and participation in common trust funds that it sponsors to institutions and high net worth individuals. Westwood Holdings Group, Inc. trades on the New York Stock Exchange under the symbol “WHG.”
For more information on Westwood, please visit www.westwoodgroup.com.
For more information on the WHG Funds, please visit www.whgfunds.com.
Note on Forward-looking Statements
Statements in this press release that are not purely historical facts, including statements about our expected future financial position, results of operations or cash flows, as well as other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “could,” “goal,” “target,” “designed,” “on track,” “comfortable with,” “optimistic” and other similar expressions, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results and the timing of some events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation: our ability to identify and successfully market services that appeal to our customers; the significant concentration of our revenues in four of our customers; our relationships with investment consulting firms; our relationships with current and potential customers; our ability to retain qualified personnel; our ability to successfully develop and market new asset classes; our ability to maintain our fee structure in light of competitive fee pressures; competition in the marketplace; downturn in the financial markets; the passage of legislation adversely affecting the financial services industries; interest rates; changes in our effective tax rate; our ability to maintain an effective system of internal controls; and the other risks detailed from time to time in Westwood’s SEC filings, including but not limited to, its annual report on Form 10-K for the year ended December 31, 2009 and its quarterly report on Form 10-Q for the quarters ended September 30, 2010, June 30, 2010 and March 31, 2010. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, Westwood is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
# # #
(WHG-G)
CONTACT:
Westwood Holdings Group, Inc.
Bill Hardcastle
(214) 756-6900