Business Context and Reporting Period
This Form 8-K is filed by Oaktree Capital Group, LLC (the "Company") for the reporting period ending June 28, 2012. The filing primarily addresses corporate governance changes, specifically the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel appointments and associated compensation arrangements.
Material Changes
The material change reported is the appointment of Marna C. Whittington to the Board of Directors, effective June 28, 2012. Key details include:
- Role: Director and member of the Audit Committee.
- Replacement: Ms. Whittington replaces Mr. Robert E. Denham on the Audit Committee; Mr. Denham remains on the Board.
- Independence: The Board determined Ms. Whittington meets independence requirements under Rule 10A-3 and NYSE rules.
- Background: Former CEO of Allianz Global Investors Capital (2001–2012) and former CFO of the University of Pennsylvania.
Compensation and Governance Details
Ms. Whittington's compensatory arrangements are as follows:
- Cash Retainer: $75,000 annually for Board service.
- Committee Retainer: $25,000 annually for Audit Committee service.
- Equity Grant: Annual restricted stock grant of Class A units with a fair market value of $100,000 (pro-rated for 2012).
- Vesting: Five-year vesting schedule at 20% per year.
Investor Verification Checklist
- Verify the full text of the press release attached as Exhibit 99.1 for additional context on the appointment.
- Review the Company's 2011 Equity Incentive Plan details referenced in the April 11, 2012 prospectus to understand the terms of the restricted stock grant.
- Confirm the continued service of Mr. Robert E. Denham on the Board following his removal from the Audit Committee.
- Note that this filing contains no financial results; refer to the most recent 10-K or 10-Q for financial metrics.