Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 9, 2021, Debra Walton resigned from the Board of Directors (the
"Board") of Tradeweb Markets Inc. (the "Company"), effective March 18, 2021.
Ms. Walton's resignation was not the result of any disagreement with the
Company.
On March 9, 2021, the Board appointed Murray Roos, age 45, as a Class I
director, effective March 19, 2021. Mr. Roos will hold office until the annual
meeting of stockholders to be held in 2023 and until his successor shall be
elected and qualified or until his earlier death, resignation, retirement,
disqualification or removal.
Mr. Roos was designated to serve on the Board by Refinitiv Parent Limited
("Refinitiv"), our controlling stockholder, pursuant to Refinitiv's director
designation right as set forth in Section 2.1 of that certain Stockholders
Agreement, dated as of April 8, 2019, by and among the Company and the
stockholders named therein. Mr. Roos does not have any family relationships with
any director or executive officer of the Company and there are no transactions
in which Mr. Roos has an interest requiring disclosure under Item 404(a) of
Regulation S-K.
Mr. Roos will not receive any compensation for his service as a director on our
Board.
Mr. Roos has served as the Group Director, Capital Markets, and as a member of
the Executive Committee, of the London Stock Exchange Group plc ("LSEG") since
April 2020. Prior to joining LSEG, Mr. Roos held several senior positions at
Citigroup from April 2015 to March 2020, including Global Co-Head of Equities,
and previously led Citigroup's Multi-Asset Structuring Group. Prior to that,
Mr. Roos held various management and trading positions at Deutsche Bank, and was
previously a trader at UBS. Mr. Roos received a BSc from the University of Cape
Town. Mr. Roos was selected to serve on our Board because of his global
leadership experience across sales, trading and origination.
The Company will enter into its standard form of indemnification agreement for
directors and officers, a copy of which was previously filed as Exhibit 10.16 to
the Company's Registration Statement on Form S-1 (File No. 333-230115) and is
incorporated herein by reference, with Mr. Roos.
Item 7.01. Regulation FD Disclosure.
On March 12, 2021, the Company issued a press release announcing the resignation
of Ms. Walton and the appointment of Mr. Roos. A copy of the press release is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached
hereto, shall not be deemed "filed" for the 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, or the Securities
Exchange Act of 1934, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
Exhibit
Number Exhibit Description
10.1 Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.16 to the Company's Registration Statement on Form S-1
(File No. 333-230115)).
99.1 Press Release of Tradeweb Markets Inc., dated March 12, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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