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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 23, 2011
GAIN CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35008
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20-4568600 |
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(State of Incorporation)
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(Commission File No.)
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(IRS Employer ID No.) |
Bedminster One
135 Route 202/206
Bedminster, New Jersey 07921
(Address of Principal Executive Offices)
(908) 731-0700
Registrants Telephone Number, Including Area Code:
(Former name or former address, if changed since last report)
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 23, 2011, the Compensation Committee of the Board of Directors (the Compensation
Committee) of GAIN Capital Holdings, Inc. (the Company) approved the following annual base
salaries for 2011, cash bonuses attributable to 2010 performance and equity incentive awards for
certain named executive officers of the Company as set forth below:
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2011 |
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Number of Stock |
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Number of |
Name |
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Position |
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Base Salary |
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Cash Bonus |
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Options(7) |
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Restricted Shares(7) |
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Glenn H. Stevens
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President, Chief
Executive Officer
and Directors
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$650,000(1)
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$ |
1,462,500 |
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129,000 |
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43,000 |
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Henry C. Lyons
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Chief Financial
Officer and
Treasurer
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$325,000(1)
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$ |
201,000 |
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24,000 |
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8,000 |
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Timothy OSullivan
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Global Head of
Trading
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$275,000(2)
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$ |
836,500 |
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36,000 |
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12,000 |
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Samantha Roady
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Chief Marketing
Officer
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$285,000(3)
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$ |
260,000 |
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36,000 |
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12,000 |
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Diego A. Rotsztain
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General Counsel and
Secretary
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$325,000(4)
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$(5)
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18,169(6)
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23,379(6)
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Jeffrey A.
Scott
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Chief Commercial
Officer
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$325,000(4)
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$(5)
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60,000(6)
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20,000(6)
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(1) |
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Represents no change in annual base salary from 2010 amounts. |
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(2) |
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Represents an increase of approximately 14.6% in annual base salary, effective
as of February 16, 2011. |
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(3) |
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Represents an increase of approximately 18.8% in annual base salary, effective
as of February 16, 2011. |
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(4) |
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Represents base salary amounts in accordance with the executives 2011
employment agreement. |
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(5) |
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The executive was not employed by the Company in 2010 and, therefore, was not eligible for a cash bonus attributable to 2010 performance. |
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(6) |
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Represents equity awards in accordance with the executives 2011 employment
agreement. |
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(7) |
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Grant date was March 23, 2011. |
Each of the stock options described above was granted on March 23, 2011 pursuant to, and
subject to, the terms of the Companys 2010 Omnibus Equity Incentive Plan (the Equity Plan). The
stock options (i) have a seven-year term, (ii) have an exercise price equal to the closing sale
price of the Companys common stock, as reported on the New York Stock Exchange, on the date of
grant, March 23, 2011, (iii) vest 25% annually over four years commencing upon the first anniversary of the date of
grant, subject in each case to continued employment or service to the Company, and (iv) otherwise
were granted on the same standard terms and conditions as other stock options granted pursuant to the
Equity Plan.
Each restricted stock award described above was granted on March 23, 2011 pursuant to, and
subject to, the terms of the Companys Equity Plan. The restrictions on the restricted stock
awards lapse at a rate 25% annually over four years commencing on the first anniversary of the date
of grant.
The adjustments to base salary and other awards described above were made in connection with each
such executive officers annual performance review. The annual cash bonuses for 2010 were awarded in the discretion of the Compensation Committee and were based on each executive officers
previously determined cash bonus target for 2010, as established by
the Compensation Committee, the achievement by the Company of its corporate goals and other significant accomplishments,
the achievement by the executive officer of his or her individual goals during 2010 and the Compensation Committees evaluation of the performance of each executive officer. The stock option
and restricted stock awards for each executive officer were awarded in the discretion of the Compensation Committee and were based on each executive officers goals and objectives for 2011 and
the Compensation Committtees determination as to each such executive officers expected contribution during 2011, as well as an assessment of the level of incentive compensation that would appropriately
align the executive officers interests with those of the Companys shareholders.
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.
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GAIN CAPITAL HOLDINGS, INC.
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Dated: March 25, 2011 |
By: |
/s/ Henry Lyons
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Name: |
Henry Lyons |
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Title: |
Chief Financial Officer and Treasurer |
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