Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Executive Officer
On
New CEO Employment Agreement
In connection with
The Amendment provides for, among other things, the following:
• Solely for the 2020 fiscal year,Mr. Levin's participation ratio for purposes of calculating his annual bonus is increased to 1.75% (from a range of 0.88% to 1.2%) of the Company's gross profit and loss for the fiscal year. • Solely for the 2020 fiscal year,Mr. Levin's minimum annual amount of compensation (inclusive of his annual draw) is increased to$10,000,000 (from$6,000,000 ). • Effective for the 2020 fiscal year and each fiscal year thereafter,Mr. Levin is no longer eligible to participate in the 2018Partner Incentive Pool . • The Board shall continue to nominateMr. Levin to theBoard for as long asMr. Levin serves as CEO.
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•Mr. Levin , in consultation with the Partner Management Committee, shall have the right to nominate a director to the Board from the executive managing directors then serving on the Partner Management Committee (the "PMC Board Seat").Mr. Shafir shall occupy the PMC Board Seat untilDecember 31, 2021 (or such earlier date thatMr. Shafir may choose to resign from the Board). Thereafter,Mr. Levin , in consultation with the Partner Management Committee, shall have the right to nominate one member of the Partner Management Committee to serve on the Board in the PMC Board Seat. Additionally, the Board has agreed to consult collaboratively withMr. Levin on all open Board director seats and consider in good faith any independent director candidate advanced byMr. Levin . • The non-competition and non-solicitation covenants contained in the Levin Partner Agreements will be modified as of the effective date of the CEO Compensation Amendment so thatMr. Levin shall be prohibited from competing with the Company or soliciting the Company's fund investors or employees for a two-year period uponMr. Levin's withdrawal from the Sculptor Operating Partnerships and their consolidated subsidiaries (the "Sculptor Operating Group ") for any reason, subject to the provisions described below solely in the case of the non-compete. The non-compete shall be reduced to one (1) year uponMr. Levin's withdrawal from theSculptor Operating Group as a result of (x) the termination ofMr. Levin without cause or (y) a resignation following (A) a Change of Control in which his role as CEO (or the Levin Partner Agreements) is not continued or (B) a Change in Position (as defined in the Levin Partner Agreements), unless, in either case, theSculptor Operating Group elects to make a$30,000,000 payment toMr. Levin payable in installments over a 24-month period. For the avoidance of doubt, the prohibition onMr. Levin's ability to solicit our fund investors or employees shall continue until the end of the two-year period after his withdrawal from theSculptor Operating Group , regardless of when he leaves the firm and under what circumstances.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
Forward-Looking Statements
The information contained in this Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that reflect the Company's current views with respect to, among other things, future events, its operations and its financial performance. The Company generally identifies forward-looking statements by terminology such as "outlook," "believe," "expect," "potential," "continue," "may," "will," "should," "could," "seek," "approximately," "predict," "intend," "plan," "estimate," "anticipate," "opportunity," "comfortable," "assume," "remain," "maintain," "sustain," "achieve," "see," "think," "position" or the negative version of those words or other comparable words.
Any forward-looking statements contained in this Current Report on Form 8-K are based upon historical information and on the Company's current plans, estimates and expectations. The inclusion of this or other forward-looking information should not be regarded as a representation by the Company or any other person that the future plans, estimates or expectations contemplated by the Company will be achieved.
The Company cautions that forward-looking statements are subject to numerous
assumptions, estimates, risks and uncertainties, including but not limited to
the following: global economic, business, market and geopolitical conditions,
including the impact of public health crises such as the COVID-19 pandemic;
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Company; the consequences of the Foreign Corrupt Practices Act settlements with
the
If one or more of these or other risks or uncertainties materialize, or if the
Company's assumptions or estimates prove to be incorrect, the Company's actual
results may vary materially from those indicated in these statements. These
factors are not and should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements and risks that are included in
the Company's filings with the
This Current Report on Form 8-K does not constitute an offer of any
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Amendment to Partner Agreement, dated as ofJune 9, 2020 , by and amongJames Levin ,Sculptor Capital Management, Inc. ,Sculptor Capital LP ,Sculptor Capital Advisors LP andSculptor Capital Advisors II LP 99.1 Press Release of the Company, datedJune 10, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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