UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________
FORM 8-K
_____________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2024
______________________________________________________________________________
(Exact name of registrant as specified in charter)
______________________________________________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (646 ) 430-6000
______________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 7, 2024, the Board of Directors (the “Board”) of Tradeweb Markets Inc. (the “Company”) appointed Ms. Lisa Opoku, age 52, as a Class III independent director, effective as of such date. Ms. Opoku will hold office until the annual meeting of stockholders to be held in 2025 and until her successor shall be elected and qualified or until her earlier death, resignation, retirement, disqualification or removal.
Ms. Opoku 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. Ms. Opoku does not have any family relationships with any director or executive officer of the Company and there are no transactions in which Ms. Opoku has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with her appointment to the Board, Ms. Opoku will be entitled to receive an annual cash retainer of $100,000 and an annual equity award of restricted stock units with a value of $150,000, prorated to reflect days of service and in accordance with the Company’s non-employee director compensation program.
Ms. Opoku was employed at Goldman Sachs, a multinational investment bank and financial services company, for 20 years, serving as Global Head of The Goldman Sachs Partner Family Office in the Asset and Wealth Management Division from February 2022 to October 2023, the Chief Operating Officer of the Engineering Division from May 2015 to February 2022, the Chief Operating Officer of the Asia Pacific Securities Division from June 2009 to May 2015 and the Chief Operating Officer of FICC Bank Loan Trading and Syndications Division from February 2003 to June 2009. Ms. Opoku currently serves on the board of directors of The University of Minnesota. She received a Bachelor of Arts degree, summa cum laude, from the University of Minnesota and a Juris Doctor from Harvard Law School. Ms. Opoku is qualified to serve on our Board due to her extensive experience across a range of financial markets and geographies and deep knowledge of the financial services industry.
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 Ms. Opoku.
Item 7.01. Regulation FD Disclosure.
On March 12, 2024, the Company issued a press release announcing the appointment of Lisa Opoku. 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 | ||||||||
| 99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRADEWEB MARKETS INC. | |||||||||||
| Date: March 12, 2024 | By: | /s/ Douglas Friedman | |||||||||
Name: Douglas Friedman | |||||||||||
Title: General Counsel | |||||||||||
NEWS RELEASE Lisa Opoku Appointed to Tradeweb Board of Directors NEW YORK – March 12, 2024 – Tradeweb Markets Inc. (Nasdaq: TW), a leading, global operator of electronic marketplaces for rates, credit, equities and money markets, today announced the appointment of Lisa Opoku to its Board of Directors, effective as of March 7, 2024. Ms. Opoku brings nearly 30 years of vast finance and legal experience to the Board, most recently serving as Global Head of The Goldman Sachs Partner Family Office in the firm’s Asset Management and Wealth Management Division until October 2023. In this role, she led the firm's wealth management offerings for current and retired Goldman Sachs' partners, managing directors and alumni. Ms. Opoku was named a Partner in 2012, and over 20 years at Goldman Sachs she held various leadership positions including Chief Operating Officer for each of the Engineering Division, the Asia Pacific Securities Division, which included managing primary expansion in China, India and Korea, and the FICC Bank Loan Trading and Syndications Division. Prior to joining Goldman Sachs in 2003, Ms. Opoku was a partner at Richards Spears Kibbe & Orbe LLP. Tradeweb CEO Billy Hult commented: “Lisa brings a valuable perspective to the Board, having operated across a range of financial markets and geographies. We are excited to have her join during a time of great momentum for the company, and add to the strong breadth and depth of the Board.” Ms. Opoku currently serves on the board of directors of The University of Minnesota. She was recognized as one of Barron’s 100 Most Influential Women in Finance in 2022 and also included in Crain’s Notable Women in Tech list in 2019. She received a Bachelor of Arts degree from the University of Minnesota, summa cum laude, and a Juris Doctor from Harvard Law School. About Tradeweb Markets Tradeweb Markets Inc. (Nasdaq: TW) is a leading, global operator of electronic marketplaces for rates, credit, equities and money markets. Founded in 1996, Tradeweb provides access to markets, data and analytics, electronic trading, straight-through-processing and reporting for more than 50 products to clients in the institutional, wholesale and retail markets. Advanced technologies developed by Tradeweb enhance price discovery, order execution and trade workflows while allowing for greater scale and helping to reduce risks in client trading operations. Tradeweb serves more than 2,500 clients in more than 70 countries. On average, Tradeweb facilitated more than $1.4 trillion in notional value traded per day over the past four quarters. For more information, please go to www.tradeweb.com. Forward-Looking Statements This release contains forward-looking statements within the meaning of the federal securities laws. Statements related to, among other things, our outlook and future performance, the industry and markets in which we operate, our expectations, beliefs, plans, strategies, objectives, prospects and assumptions and future events are forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under the heading “Risk Factors” in documents of Tradeweb Markets Inc. on file with or furnished to the SEC, may cause our actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking
statements contained in this release are not guarantees of future performance and our actual results of operations, financial condition or liquidity, and the development of the industry and markets in which we operate, may differ materially from the forward-looking statements contained in this release. In addition, even if our results of operations, financial condition or liquidity, and events in the industry and markets in which we operate, are consistent with the forward-looking statements contained in this release, they may not be predictive of results or developments in future periods. Any forward-looking statement that we make in this release speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this release. ### Media contact: Daniel Noonan, Tradeweb +1 646 767 4677 Daniel.Noonan@Tradeweb.com Investor contacts: Ashley Serrao, Tradeweb +1 646 430 6027 Ashley.Serrao@Tradeweb.com Sameer Murukutla, Tradeweb +1 646 767 4864 Sameer.Murukutla@Tradeweb.com