Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 25, 2021, Brian West resigned from the Board of Directors (the "Board")
of Tradeweb Markets Inc. (the "Company"), effective June 30, 2021. Mr. West's
resignation was not the result of any disagreement with the Company.
On June 25, 2021, the Board appointed Balbir Bakhshi, age 51, as a Class II
director, effective July 1, 2021. Mr. Bakhshi will hold office until the annual
meeting of stockholders to be held in 2024 and until his successor shall be
elected and qualified or until his earlier death, resignation, retirement,
disqualification or removal.
Mr. Bakhshi 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. Bakhshi does not have any family relationships
with any director or executive officer of the Company and there are no
transactions in which Mr. Bakhshi has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
Mr. Bakhshi will not receive any compensation for his service as a director on
our Board.
Mr. Bakhshi has served as the Chief Risk Officer of the London Stock Exchange
Group plc ("LSEG") and member of LSEG's executive committee since January 2021.
Prior to joining LSEG, Mr. Bakhshi was Group Head of Non-Financial Risk
Management at Deutsche Bank. Prior to this, Mr. Bakhshi was Global Head of
Operational Risk Management at Credit Suisse and previously held a variety of
senior roles at Credit Suisse including UK Investment Banking Chief Risk Officer
and Head of Market Risk. Mr. Bakhshi received a B.A. from the University of
Westminster and an MSc from Brunel University. Mr. Bakhshi was selected to serve
on our Board because of his extensive background in leadership, operations and
risk management.
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. Bakhshi.
Item 7.01. Regulation FD Disclosure.
On June 29, 2021, the Company issued a press release announcing the resignation
of Mr. West and the appointment of Mr. Bakhshi. 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 June 29, 2021.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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