Tradeweb Markets Inc. current report, 16 February 2023

Full document

Business Context and Reporting Period

Tradeweb Markets Inc. filed a Form 8-K reporting corporate governance and director appointment matters. The report date was February 16, 2023, with the filing signed and the related press release issued on February 21, 2023. No operating or financial-period results were reported.

Key Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial performance metrics.

Material Changes

  • Effective March 1, 2023, the Board appointed Troy Dixon as a Class I independent director.
  • Mr. Dixon was designated by controlling stockholder Refinitiv Parent Limited under its director designation right in the Stockholders Agreement dated April 8, 2019.
  • Mr. Dixon will serve until the 2023 annual meeting of stockholders and until his successor is elected and qualified, subject to earlier termination of service.
  • The company stated that Mr. Dixon has no family relationships with its directors or executive officers and no reportable related-party transaction under Item 404(a) of Regulation S-K.

Compensation, Outlook, and Other Matters

  • Mr. Dixon will receive an annual cash retainer of $100,000 and an annual restricted stock unit award valued at $150,000, prorated for his period of service under the non-employee director compensation program.
  • The company will enter into its standard director and officer indemnification agreement with Mr. Dixon.
  • Mr. Dixon is Founder and Chief Investment Officer of Hollis Park Partners LP and has substantial experience in structured products and residential mortgage-backed securities trading.
  • The filing contains no management guidance, operating outlook, material risk update, contingency disclosure, or unusual financial item.
  • The company separately furnished a Regulation FD press release announcing the appointment. The Item 7.01 information is not deemed filed for liability purposes under Section 18 or incorporated by reference except as expressly stated.

Investor Verification Items

  1. Verify the effective date of Mr. Dixon’s appointment and his tenure through the 2023 annual meeting.
  2. Review the company’s director compensation program for the terms and vesting provisions of the $150,000 restricted stock unit award.
  3. Confirm Refinitiv’s continuing director designation rights under the Stockholders Agreement.
  4. Review Exhibit 99.1 for the company’s complete announcement and Exhibit 10.1 or the incorporated Form S-1 exhibit for indemnification terms.