Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On August 14, 2020, BGC Partners, Inc. (the "Registrant," "BGC Partners," "BGC,"
or the "Company") announced that Shaun D. Lynn has been appointed Vice Chairman
of the Company, effective October 1, 2020, and will transition from his current
role of President through September 2020. Mr. Howard W. Lutnick, Chairman of the
Board and Chief Executive Officer of the Company, will continue to manage the
day-to-day activities of the business alongside the Company's other executives
and senior management. In his new role, Mr. Lynn will no longer serve as an
executive officer of the Company.
A copy of the press release announcing these changes is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference herein.
On August 14, 2020, in connection with Mr. Lynn's appointment to Vice Chairman
of the Company, Mr. Lynn entered into an amended deed of adherence (the "Amended
Deed") with BGC Services (Holdings) LLP (the "U.K. Partnership") which amends
the Amended and Restated Deed of Adherence, dated December 14, 2016, between Mr.
Lynn and the U.K. Partnership (the "Lynn Deed"). The Amended Deed amends the
Lynn Deed by, among other things, (i) stating that effective as of October 1,
2020, Mr. Lynn shall no longer be responsible for the day-to-day operations of
the brokerage business of BGC Partners, Inc.; (ii) reducing the target
allocation of profit for each Financial Period (as that term is defined in the
Lynn Deed) during the term of the Deed, effective October 1, 2020, from 300% to
100% of annualized Allocation Monthly Advanced Drawings (as that term is defined
in the Lynn Deed); and (iii) adjusting the portion paid in cash and non-cash
grants effective on the same date. The Compensation Committee of the Company's
Board of Directors approved the Amended Deed.
The foregoing description of the Amended Deed does not purport to be complete
and is qualified in its entirety by reference to the full text of such document
that is filed as Exhibit 10.1, to this Current Report on Form 8-K and
incorporated herein by reference.
Discussion of Forward-Looking Statements about BGC
Statements in this document and the attached press release regarding BGC that
are not historical facts are "forward-looking statements" that involve risks and
uncertainties, which could cause actual results to differ from those contained
in the forward-looking statements. These include statements about the effects of
the COVID-19 pandemic on the Company's business, results, financial position,
liquidity and outlook, which may constitute forward-looking statements and are
subject to the risk that the actual impact may differ, possibly materially, from
what is currently expected. Except as required by law, BGC undertakes no
obligation to update any forward-looking statements. For a discussion of
additional risks and uncertainties, which could cause actual results to differ
from those contained in the forward-looking statements, see BGC's Securities and
Exchange Commission filings, including, but not limited to, the risk factors and
Special Note on Forward-Looking Information set forth in these filings and any
updates to such risk factors and Special Note on Forward-Looking Information
contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibit index set forth below is incorporated by reference in response to
this Item 9.01.
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