Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On December 20, 2019, BGC Partners, Inc. (the "Company" or "BGC") issued a press
release announcing the appointment of Steven Bisgay as Chief Financial Officer
of the Company, effective on January 1, 2020 (the "Effective Date") along with
other leadership changes. Mr. Bisgay will be the Principal Financial Officer of
the Company. A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
Mr. Bisgay, 52, has 30 years of experience in the securities and financial
services industry and significant experience with financial technology
companies. Since February 2015, he has served as Chief Financial Officer of
Cantor Fitzgerald, L.P. ("Cantor") and, since April 2015, has served as Chief
Financial Officer of Cantor Fitzgerald & Co., overseeing financial operations,
including accounting, finance, regulatory reporting, treasury, financial
planning and analysis, tax, and risk management, as well as lender and rating
agency relations. Prior to his time at Cantor, Mr. Bisgay was Chief Financial
Officer at KCG Holdings, Inc., a market-making firm focused on client trading
solutions, liquidity services and market-making technologies, from July 2013 to
September 2014. Prior to that, he served as Chief Financial Officer and Chief
Operating Officer, Head of Business Development, Group Controller, and Director
of Internal Audit at Knight Capital Group, Inc.
In addition, since October 2015, Mr. Bisgay has served as Chief Financial
Officer of CF Finance Acquisition Corp, a public special purpose acquisition
company, and has served as a director of CF Finance Acquisition Corp since March
2019. Mr. Bisgay has served as a director of Rodin Income Trust, Inc., a
publicly non-traded REIT, since May 2016, and as its Chief Financial Officer and
Treasurer since January 2016 . Since May 2016, Mr. Bisgay has served as a
director of Rodin Global Property Trust, Inc., a publicly non-traded REIT, and
as Chief Financial Officer and Treasurer since February 2016. Mr. Bisgay was
previously a Senior Manager at PricewaterhouseCoopers, LLP. He holds a B.S. in
Accounting from Binghamton University, has an MBA from Columbia University, and
is a Certified Public Accountant.
Mr. Bisgay will no longer be involved in Cantor's operating businesses,
including its investment bank and broker-dealer. Cantor has appointed other
executives to take responsibility for these businesses. Mr. Bisgay will continue
to oversee overlapping functions such as bondholder, lender, and rating agency
relations. Mr. Bisgay has resigned from his positions at CF Finance Acquisition
Corp, Rodin Income Trust, Inc. and Rodin Global Property Trust, Inc. effective
January 1, 2020.
Mr. Bisgay will receive an initial base salary at an annual rate of $750,000 per
year (the "Base Salary"). Additionally, Mr. Bisgay will be eligible to receive
incentive bonus awards under the Second Amended and Restated BGC Partners, Inc.
Incentive Bonus Compensation Plan, discretionary bonuses and equity and
partnership awards under the Seventh Amended and Restated BGC Partners, Inc.
Long Term Incentive Plan and the BGC Holdings, L.P. Participation Plan.
There are no family relationships between Mr. Bisgay and any director or
executive officer of the Company. The descriptions of related party transactions
between the Company and Cantor contained in BGC's Definitive Proxy Statement
on Schedule 14A for BGC's 2019 Annual Meeting of Stockholders filed on April
29, 2019 and BGC's Quarterly Report on Form 10-Q for the quarter ended September
30, 2019 filed on November 8, 2019 are incorporated by reference herein.
As of the Effective Date, Sean A. Windeatt, who has served as the Company's
Interim Chief Financial Officer since December 2018, will cease to be in that
position and will cease to be the Principal Financial Officer. He will remain in
his role as the Company's Chief Operating Officer and Principal Operating
Officer.
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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. 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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