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): June 17, 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.
In connection with organizational changes, on June 17, 2024, Tradeweb Markets Inc. (the "Company") determined that the employment of Thomas Pluta, President of the Company, will terminate effective as of September 30, 2024. In connection with the termination of his employment, Mr. Pluta will also resign from the Board of Directors of the Company (the "Board") effective as of September 30, 2024. Mr. Pluta's resignation from the Board is not due to any disagreement with the Company. Mr. Pluta is entitled to receive severance payments and benefits pursuant to the Company's Executive Severance Policy and vesting and settlement of his equity awards granted under the Company's 2019 Omnibus Equity Incentive Plan, each as consistent with a termination other than for cause and as described in the Company's 2024 Proxy Statement on DEF 14A, filed on March 28, 2024 or relevant equity award agreements filed as exhibits to the Company's periodic report on Form 10-Q on April 25, 2024.
Item 7.01. Regulation FD Disclosure.
On June 20, 2024, the Company issued a press release announcing the organizational changes. 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 | |||||||
| 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: June 20, 2024 | By: | /s/ Douglas Friedman | |||||||||
Name: Douglas Friedman | |||||||||||
Title: General Counsel | |||||||||||
Tradeweb Announces Organizational Changes Experienced financial services executive Amy Clack to join as Chief Administrative Officer, help scale Tradeweb’s ongoing growth and expansion President Thomas Pluta to leave the company as part of organizational changes NEW YORK – June 20, 2024 – Tradeweb Markets Inc. (Nasdaq: TW), a leading, global operator of electronic marketplaces for rates, credit, equities and money markets, today announced organizational changes as it works to optimize its operations for continued growth. Amy Clack will join Tradeweb in August 2024 as Chief Administrative Officer (CAO) and as a member of the Executive Committee, where she will oversee operations, business integration, risk and corporate services. With more than 25 years of experience in senior operations and strategy roles, Ms. Clack joins Tradeweb from Wells Fargo’s Corporate and Investment Banking unit, and prior to that, she served as Chief Operating Officer for Investment Banking and Capital Markets at Credit Suisse. As Tradeweb CAO, Ms. Clack will work closely with the other members of the leadership team to accelerate the company’s strong progress and momentum. To date in 2024, Tradeweb has surpassed numerous growth milestones, including record trading volumes, share gains in many products, and Q1 revenues. Tradeweb opened two new offices in Dubai and Miami and will expand into a fourth client channel when it closes its acquisition of ICD – its third announced acquisition in the past year. Tradeweb CEO Billy Hult commented: “With our strong momentum, we are focused on enhancing our operational structure and capabilities to support our ongoing business and geographic expansion. To that end, we are pleased to welcome Amy Clack to the team as CAO. Amy brings a wealth of relevant expertise in driving best-in-class global operations and acquisition integration, making her ideally suited to help accelerate our progress. I look forward to working with her and the rest of our talented leadership team to further scale our business, integrate our numerous acquisitions, and continually improve our ability to serve our client network.” As part of these organizational changes, Tradeweb also announced that President Thomas Pluta will leave the Company and its Board of Directors, effective September 30, 2024. Mr. Hult said, “I want to thank Tom for his contributions to Tradeweb’s growth and for his service to the Board. We wish him well in his next chapter.” In the near term, the company’s U.S. institutional teams will report to Enrico Bruni, Head of Europe and Asia Business, and its wholesale and retail teams will report to Mr. Hult. 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 $1.5 trillion in notional value traded per day over the past four fiscal 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 contacts: 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