UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
Date of
report: April
22, 2008
(Date of
earliest event reported)
E*TRADE
FINANCIAL CORPORATION
(Exact
name of registrant as specified in charter)
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Delaware
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1-11921
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94-2844166
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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135
East 57th Street
New
York, New York 10022
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (646) 521-4300
______________________________
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 230.425)
¨ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April
25, 2008, E*TRADE Financial Corporation (the “Company”) announced that Robert J.
Simmons, the Company’s Chief Financial Officer, will be departing on or before
May 9, 2008. Matthew J. Audette will serve as acting Chief Financial
Officer while the Company commences a search for a permanent chief financial
officer. Mr. Audette, age 33, has served as the Company’s controller
and executive vice president since July 2005 and has served in various other
finance and accounting positions with the Company and its affiliates since 1999,
including serving as chief financial officer of E*TRADE Bank since
2004. Mr. Simmons will remain with the Company on an interim basis to
assist with the transition and, pursuant to his employment agreement dated
September 1, 2004, will be eligible for severance benefits of one times his base
salary and target bonus, a prorated target bonus for the current year and one
year of continued health and life insurance benefits.
The Company previously announced
that R. Jarrett Lilien, the Company’s President
and Chief Operating Officer and a member of the Board of Directors, would be
departing the Company. On April 22, 2008, the Company entered into a
separation agreement with Mr. Lilien reflecting his termination of employment on
April 22, 2008. The Company agreed to provide Mr. Lilien with
separation pay of $4.3 million (two times the sum of his base salary and target
bonus) and two years of continued health and life insurance
benefits. In addition, Mr. Lilien was awarded a partial bonus of $1.4 million for 2008, reflecting his being
Acting Chief Executive Officer during a critical period when the
company and client business was stabilized and the company's turnaround plan developed. Mr. Lilien will receive
vesting of certain equity awards that would have vested within approximately six
weeks of his departure date. Mr. Lilien agreed to provide consulting
services until May 16, 2008 in order to ensure an orderly
transition.
In addition, on April 22, 2008, the
Company entered into a separation agreement with Arlen W. Gelbard, the Company’s
General Counsel and Corporate Secretary, pursuant to which Mr. Gelbard’s
employment with the Company ended on April 22, 2008. The separation
agreement provides that pursuant to Mr. Gelbard’s employment
agreement dated September 1, 2004, he will receive
separation pay equal to one times his base salary and target bonus, a prorated
target bonus for the current year and one year of continued health and life
insurance benefits. In addition, Mr. Gelbard will receive vesting of certain equity
awards that would have vested within approximately six weeks of his departure
date. Mr. Gelbard agreed to provide legal consulting services until
the Company’s stockholder meeting on May 16, 2008. Russell S. Elmer
will act as General Counsel and Corporate Secretary on an extended interim
basis. Mr. Elmer previously served as the Company’s General Counsel
for six years prior to resigning in June 2007. Each departing officer
signed a general release of claims.
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.
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E*TRADE FINANCIAL
CORPORATION
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Dated: April
25, 2008
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By:
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/s/
Russell S. Elmer
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Russell S. Elmer
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General Counsel and
Corporate
Secretary
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