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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): February 3, 2006
WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in charter)
Delaware 001-31234 75-2969997
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices)
(214) 756-6900
(Registrant's telephone number, including area code)
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)
[ ] 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))
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ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
In connection with his election to the Board of Directors of Westwood Holdings
Group, Inc. (the "Company"), as described more fully below, on February 7, 2006,
Mr. Richard M. Frank and the Company have entered into an indemnification
agreement consistent with the form of indemnification agreement entered into
between the Company and other members of the Board of the Directors.
ITEM 5.02: DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Effective as of February 3, 2006, Leonard Riggs, Jr., M.D. has resigned as a
director of the Company. Dr. Riggs did not indicate any disagreement with the
Company.
On February 7, 2006, Mr. Richard M. Frank was elected to the Company's Board of
Directors. The Board of Directors has affirmatively determined that Mr. Frank
qualifies as an "independent director" within the meaning of the NYSE Corporate
Governance Listing Standards. Mr. Frank will serve on the audit committee and
the governance/nominating committee of the Company's Board of Directors. Mr.
Frank has been Chairman of the Board and Chief Executive Officer of CEC
Entertainment, Inc. since March 1986 and has been a director since June 1985. He
served as President and Chief Operating Officer of CEC Entertainment, Inc. from
June 1985 until October 1988. He joined CEC Entertainment, Inc. in 1985.
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.
Date: February 8, 2006
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ William R. Hardcastle, Jr.
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William R. Hardcastle, Jr.,
Chief Financial Officer