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) October 8, 2014

 

 

Virtus Investment Partners, Inc.
(Exact Name of Registrant as Specified in Charter)

 

 

Delaware 1-10994 95-4191764
(State or other jurisdiction (Commission (I.R.S. Employer
  of incorporation) File Number) Identification No.)

 

 

100 Pearl St., Hartford, CT 06103
(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code (800) 248-7971

 

 

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):

 

¨ 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))

  

 

 

 
 

  

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) Election of Directors

 

On October 8, 2014, the Board of Directors of Virtus Investment Partners (the “Company”) elected Ms. Melody L. Jones and Mr. Stephen T. Zarrilli as directors of the Company. Ms. Jones currently is the Chief Administrative Officer of CEB. Mr. Zarrilli currently is the President and CEO of Safeguard Scientifics, Inc. The Board appointed Ms. Jones to its Compensation Committee and appointed Mr. Zarrilli to its Audit Committee.

 

Ms. Jones and Mr. Zarrilli will each be compensated for their service on the Board in accordance with the Company’s standard compensation policies and practices for non-employee directors, the components of which were disclosed in the Company’s Proxy Statement for its 2014 Annual Meeting of Shareholders dated April 3, 2014. As a portion of their compensation, Ms. Jones and Mr. Zarrilli each also received a grant of common stock upon the effectiveness of their election to the Board in the amounts of 294 and 304 shares, respectively.

 

There are no arrangements or understandings between either Ms. Jones or Mr. Zarrilli and any other person pursuant to which she or he was selected as a director.

 

A press release announcing the election of Ms. Jones and Mr. Zarrilli as directors, as described above, is attached as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Press release of Virtus Investment Partners, Inc., dated October 9, 2014.

  

 
 

  

 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.

 

 

    VIRTUS INVESTMENT PARTNERS, INC.  
       
       
         
Dated:  October 9, 2014   By: /s/ Mark S. Flynn  
      Name: Mark S. Flynn  
      Title: Executive Vice President, General Counsel and Secretary  

 

 

 


Exhibit 99.1

 

VirtusInvestLogo_Pos_OneColor_Black_RGB.jpg

 

NEWS RELEASE For Immediate Release
     
  Contact: Joe Fazzino
    860-263-4725
    joe.fazzino@virtus.com

 

 

 

Virtus Investment Partners Announces Election of Two Board Members

Melody Jones and Stephen Zarrilli Join Board

 

Hartford, CT, October 9, 2014 – Virtus Investment Partners, Inc. (NASDAQ: VRTS), which operates a multi-manager asset management business, today announced the election of Melody L. Jones and Stephen T. Zarrilli to the company’s board of directors.

 

Jones is the chief administrative officer of CEB (NYSE: CEB), a global research and advisory company, and Zarrilli is president and chief executive officer of Safeguard Scientifics (NYSE:SFE), a provider of growth capital to technology and healthcare companies.

 

"Melody and Steve bring significant executive leadership experience to our board and we are pleased to add directors with their expertise as part of our strategic, long-term board succession planning,” said Mark Treanor, chairman of the board. “Melody has successfully led the human resources, information technology and operations functions at global organizations, and Steve has used his strategic and financial skills as a CEO and CFO to grow and manage a diverse group of public and private companies. We welcome both of them to the board.”

 

Jones has been chief administrative officer at CEB since 2012 and manages the company’s global Product Development function with additional responsibility for CEB’s human resources, information technology, legal, and communications functions. She joined CEB in 2005 as chief human resources officer after serving as global head of human resources at T. Rowe Price, an investment management firm, and earlier as chief human resources officer at Aon Corporation, an insurance brokerage and consulting company. She also served as a senior consultant with Organizational Dynamics, Inc.; a member of the senior leadership team of HR Strategies, Inc.; and held several leadership positions at Citicorp Mortgage.

 

 

Virtus Investment Partners, Inc. | 100 Pearl Street | Hartford, CT 06103 | www.virtus.com

 

 
 

 

She holds a bachelors and a master of fine arts degree from Southern Illinois University and completed post-graduate work in Organizational Psychology at the University of Missouri.

 

Zarrilli, who has been president and CEO of Safeguard Scientifics since 2012, has served as CEO and CFO of both publicly traded and privately-held, venture-backed companies. He joined Safeguard Scientifics in 2006 as senior vice president, chief financial officer and chief administrative officer. Previously he was the chairman and CEO of Penn Valley Group, a management advisory firm that he founded, and earlier was CFO at Fiberlink Communications Corp., a security software company; CEO of Concellera, a document management software company; and CEO of US Interactive Inc., a digital marketing firm. He began his career at Deloitte LLP.

 

He earned a bachelor of science degree in accounting from LaSalle University in Philadelphia and completed the Advanced Management Program (AMP) at the Wharton School at the University of Pennsylvania. He is a member of the boards of Safeguard Scientifics and NutriSystem Inc. and is a frequent lecturer on corporate governance, financial management, organizational and capital development matters.

 

About Virtus Investment Partners

 

Virtus Investment Partners (NASDAQ: VRTS) is a distinctive partnership of boutique investment managers singularly committed to the long-term success of individual and institutional investors. Virtus offers access to a variety of investment styles across multiple disciplines to meet a wide array of investor needs, and provides products and services through affiliated managers and select subadvisers, each with a distinct investment style, autonomous investment process and individual brand. Its affiliated managers include Cliffwater Investments, Duff & Phelps Investment Management, Euclid Advisors, Kayne Anderson Rudnick Investment Management, Kleinwort Benson Investors International, Newfleet Asset Management, Newfound Investments, Rampart Investment Management, and Zweig Advisers. Additional information can be found at virtus.com.

 

# # #

 

 

Virtus Investment Partners, Inc. | 100 Pearl Street | Hartford, CT 06103 | www.virtus.com