Business Context and Reporting Period
This Form 8-K is a current report filed by Care Investment Trust Inc. (not Tiptree Inc.) on September 20, 2011, regarding events occurring on September 19, 2011. The filing addresses corporate governance changes, specifically the departure of a director and the election of a new director to the Board.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
- Director Departure: Flint D. Besecker resigned from the Board of Directors and its committees, effective September 1, 2011.
- Director Election: On September 19, 2011, the Board elected Jean-Michel (Mitch) Wasterlain to fill the vacancy created by Mr. Besecker's departure. His term lasts until the 2011 Annual Meeting of Stockholders.
- Committee Assignments: Mr. Wasterlain was not appointed to any Board committees and is not expected to be appointed to any such committees.
Management Commentary, Risks, and Unusual Items
Management Commentary and Background: Mr. Wasterlain is an independent director with extensive real estate finance experience. Since July 2010, he has been a Managing Partner and Founder of Slate Realty Capital. Previously, he served as President and CEO of ORIX Capital Markets and held leadership roles at NorthStar Realty Finance Corporation, CGA Investment Management, ING Barings, and Lehman Brothers.
Compensation and Agreements: Mr. Wasterlain will receive compensation consistent with other independent directors. The Company and Mr. Wasterlain entered into an Indemnification Agreement, requiring the Company to indemnify and advance expenses to him to the maximum extent permitted by Maryland law.
Risks and Contingencies: The filing states there were no arrangements or understandings between Mr. Wasterlain and other persons regarding his selection, and he is not a party to any transactions requiring disclosure under Item 404(a) of Regulation S-K.
Important Facts for Investor Verification
- Verify the exact date of Flint D. Besecker's resignation (September 1, 2011) versus the election of his successor (September 19, 2011).
- Confirm that Jean-Michel Wasterlain is not serving on any Board committees at this time.
- Review the Indemnification Agreement filed as Exhibit 10.9 to the Company's Form S-11 for specific terms regarding expense advancement.
- Note that this filing contains no financial data; refer to the most recent Form 10-K or 10-Q for financial metrics.