Business Context and Reporting Period
This Form 8-K Current Report was filed by Institutional Financial Markets, Inc. on February 3, 2011. The report addresses a corporate governance event rather than financial performance.
Key Event: Appointment of New Director
On February 3, 2011, the Board of Directors appointed Neil S. Subin to fill a vacant seat. This appointment satisfies an obligation under the Purchase and Contribution Agreement with JVB Financial Holdings, L.L.C. ("JVB").
- Term: Expires at the 2011 Annual Meeting of Shareholders, subject to reelection.
- Future Nominations: The Board must nominate Mr. Subin (or his replacement) for reelection through December 31, 2012.
- Compensation: Mr. Subin will be compensated in accordance with the Company's current non-employee director policy.
Background of Appointee
Neil S. Subin, age 46, is the founder and managing director of Trendex Capital Management, a private investment fund focused on financially distressed companies. His prior board service includes Federal-Mogul Corporation, Phosphate Holdings, Inc., Hancock Fabrics, Inc., and Primus Telecommunications Group, Incorporated.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is limited to the appointment of a director and contains no financial data.
Material Changes
The only material change reported is the composition of the Board of Directors. There are no reported changes to financial operations or results compared to prior periods.
Guidance, Outlook, and Risks
The filing contains no management guidance, outlook, or discussion of risks and contingencies beyond the standard disclosure of the director appointment.
Investor Verification Checklist
- Verify the terms of the Purchase and Contribution Agreement regarding JVB's board representation rights.
- Review the Company's current non-employee director compensation policy to determine Mr. Subin's specific remuneration.
- Confirm the date of the 2011 Annual Meeting of Shareholders for the upcoming reelection vote.