TD AMERITRADE HOLDING CORP

Transcription

1 TD AMERITRADE HOLDING CORP FORM 8-K (Current report filing) Filed 09/20/11 for the Period Ending 09/14/11 Address 200 SOUTH 108TH AVENUE OMAHA, NE Telephone CIK Symbol AMTD SIC Code Security Brokers, Dealers, and Flotation Companies Industry Investment Services Sector Financial Fiscal Year 09/30 Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 14, 2011 TD AMERITRADE Holding Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File Number) 4211 South 102 nd Street Omaha, Nebraska (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (402) (Former name or former address, if changed since last report) (I.R.S. Employer Identification Number) 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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-(c))

3 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On September 14, 2011, J. Joe Ricketts announced that he will be retiring as a director of TD Ameritrade Holding Corporation effective October 20, TD Ameritrade s and Mr. Ricketts s press release is attached hereto as exhibit 99.1 and 99.2, respectively. Item Financial Statements and Exhibits (d) Exhibits 99.1 TD Ameritrade s press release re the retirement of Mr. Ricketts 99.2 Mr. Ricketts s press release re his retirement

4 SIGNATURE 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. TD AMERITRADE HOLDING CORPORATION Date: September 20, 2011 By: /s/ William J. Gerber Name: William J. Gerber Title: Chief Financial Officer

5 EXHIBIT INDEX 99.1 TD Ameritrade s press release re the retirement of Mr. Ricketts 99.2 Mr. Ricketts s press release re his retirement

6 Exhibit 99.1 FOR IMMEDIATE RELEASE For Media: Kim Hillyer Communications & Public Affairs For Investors: Jeff Goeser Investor Relations & Finance TD Ameritrade Says Thank You to Joe Ricketts Founder and director to retire from Board of Directors after 35 years with company OMAHA, Neb., September 16, 2011 TD Ameritrade Holding Corporation (NASDAQ: AMTD), its board of directors, management team and more than 5,000 associates nationwide would today like to say, Thank you, to Joe Ricketts, who after more than 35 years with the Company he founded and built has decided to retire from its Board of Directors next month. In a statement released this morning, Ricketts said of his decision to retire, After more than 35 years working with talented teams to help TD Ameritrade grow into an exceptional company, the time is right for me to focus on new adventures. The company s current management has demonstrated wonderful ability, growing TD Ameritrade into a company that now has hundreds of billions of dollars in client assets and leads our competitors with hundreds of thousands of trades per day. This management team is my Dream Team, and not just because they are taking us to the 2012 London Olympics. I believe the company is well positioned to continue delivering a world class client experience while building value for shareholders. Ricketts founded First Omaha Securities, one of the first companies to handle equity purchases without providing investment advice, on May 1, 1975, or Mayday, the day the SEC banned the practice of fixed brokerage commissions. Ricketts was one of a few industry pioneers who recognized the power of self-directed investing and started a decades-long journey to bring Wall Street to Main Street. From the Company s earliest days, Ricketts looked to new technologies to help level the investment playing field for retail investors, leading innovative efforts that included: 1988: becoming the first discount brokerage to offer automated touchtone phone trades 1995: acquiring K. Aufhauser, Inc., the first discount brokerage to offer stock trading over the Internet 1996: launching Accutrade for Windows, the first online investing system that allowed retail investors to program their investments and complete basket trading

7 1998: releasing Darwin: Survival of the Fittest, the first interactive CD-ROM-based options trading simulator Over a 20-year period from 1981 until 2001, Ricketts served as chief executive officer of the Company. He served as chairman of the board from the Company s Initial Public Offering in 1997 until October 2008 and has served as a director on the board ever since. TD Ameritrade has a history and legacy of bringing Wall Street to Main Street and democratizing trading and investing, thanks to the entrepreneurial vision of Joe Ricketts, said Fred Tomczyk, president and chief executive officer, TD Ameritrade. For more than three decades he has been a champion for the retail investor, introducing new education, tools, information and technology that have helped millions of Americans take control of their financial futures. All of us at TD Ameritrade are grateful for his leadership, vision, commitment and support throughout our journey to get where we are today. We wish him the best as he pursues his entrepreneurial instincts and philanthropic interests. In accordance with the Company s stockholders agreement, the Ricketts have designated Todd Ricketts, Ricketts son, who currently serves as a director of The Chicago Cubs, to assume the seat vacated by his father. AMTD-G About TD Ameritrade Holding Corporation Millions of investors and independent registered investment advisors (RIAs) have turned to TD Ameritrade s (NASDAQ: AMTD) technology, people and education to help make investing and trading easier to understand and do. Online or over the phone. In a branch or with an independent RIA. First-timer or sophisticated trader. Our clients want to take control, and we help them decide how - bringing Wall Street to Main Street for more than 36 years. An official sponsor of the 2012 U.S. Olympic Team, TD Ameritrade has time and again been recognized as a leader in investment services. Please visit the TD Ameritrade s newsroom or for more information. Brokerage services provided by TD Ameritrade, Inc., member FINRA ( )/SIPC ( )/NFA ( ###

8 Exhibit 99.2 TD AMERITRADE FOUNDER JOE RICKETTS TO RETIRE FROM BOARD TO CONCENTRATE ON ENTREPRENEURSHIP AND PHILANTHROPY Little Jackson Hole, WY, September 16, 2011 Joe Ricketts announced today that he would retire from the TD Ameritrade board of directors to concentrate fully on entrepreneurship and philanthropy. Ricketts will step down from the board effective October 20, Ricketts, who, with a few partners, founded the company that grew into present day TD Ameritrade, said, after more than 35 years working with talented teams to help TD Ameritrade grow into an exceptional company, the time is right for me to focus on new adventures. The company s current management has demonstrated wonderful ability, growing TD Ameritrade into a company that now has hundreds of billions of dollars in client assets and leads our competitors with hundreds of thousands of trades per day. This management team is my Dream Team, and not just because they are taking us to the 2012 London Olympics. I believe the company is well positioned to continue delivering a world class client experience while building value for shareholders. Ricketts, together with his wife and family, remains the largest individual shareholders of TD Ameritrade. Ricketts son, Todd, will be designated to fill the board seat Ricketts had occupied, joining elder brother Peter as a director. Ricketts currently operates several early-stage companies, including premium bison distributor Golden Bison ( ), online neighborhood news source DNAinfo.com ( ), feature movie company The American Film Company ( ), and premiere fly fishing destination Jackson Fork Lodge ( ). Ricketts also established and directs the charitable foundation Opportunity Education ( ) and its sister charity, Opportunity Education College Fund. Additionally, he founded Ending Spending ( ), a policy advocacy group focused on reducing excessive government spending. Contact Information: press@hugollc.com ###

9 Forward Looking Statements Note This release contains forward-looking statements that involve risks, uncertainties and assumptions that could cause the actual results or performance of TD Ameritrade to differ materially from these statements. These statements reflect only Mr. Ricketts current expectations and are not guarantees of future performance or results of TD Ameritrade. These risks, uncertainties and assumptions include general economic and political conditions, interest rates, market fluctuations and changes in client trading activity, increased competition, systems failures and capacity constraints, ability to service debt obligations and the other uncertainties and risk factors described in TD Ameritrade s latest Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on November 19, 2010, and its Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2011.