Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

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): March 26, 2018

 

 

MANNING & NAPIER, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35355   45-2609100

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

290 Woodcliff Drive, Fairport, New York 14450

(Address of principal executive offices and zip code)

(585) 325-6880

(Registrant’s telephone number, including area code)

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Manning & Napier, Inc. (the “Company”) has announced that Beth Galusha has retired on March 26, 2018 from her position as Principal Financial Officer of the Company, effective immediately. She will remain with the Company in an advisory capacity following her retirement until May 25, 2018, and receive aggregate cash compensation of $58,000 for the period.

The Company also announced that, effective March 26, 2018, Paul Battaglia has been appointed Chief Financial Officer of the Company to replace Ms. Galusha. Mr. Battaglia has served as the Vice President of Finance of Manning & Napier Advisors, LLC (“MNA”), an affiliate of the Company, since July 2016 and as Director of Finance since June 2011. Mr. Battaglia, age 39, earned a BBA/MBA in Accounting and Finance from St. Bonaventure University in 2001. In connection with his new position, Mr. Battaglia will receive an annual base salary of $250,000 and will be eligible for an annual bonus of up to $250,000. Pursuant to his employment terms, Mr. Battaglia is also entitled to severance payments of up to one year’s base salary plus $125,000 (50% of annual bonus potential), as well as continuation of medical benefits for up to one year.

There is no arrangement or understanding between Mr. Battaglia and any other person pursuant to which Mr. Battaglia was selected as an executive officer. Mr. Battaglia has not been and is not proposed to be party to any transaction with the Company that would be reportable under Item 404(a) of Regulation S-K. Mr. Battaglia does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or an executive officer.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

  

Description of Exhibit

99    Press Release issued by Manning & Napier, Inc. on March 28, 2018


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Manning & Napier, Inc.
Date: March 28, 2018     By:  

/s/ John M. Emmons

   

Name: John M. Emmons

Title: Corporate Secretary

EX-99

Exhibit 99

 

LOGO

Manning & Napier, Inc. Appoints Paul J. Battaglia, Jr. as Chief Financial Officer

FAIRPORT, NY, March 28, 2018– Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced the appointment of Paul J. Battaglia, Jr. as Chief Financial Officer effective March 26, 2018. Mr. Battaglia most recently served as Manning & Napier’s Vice President of Finance, having joined the Company in 2004. He brings to the position an extensive knowledge of corporate finance and an intimate understanding of Manning & Napier’s finances, capital structure and strategy. Mr. Battaglia will report to the Office of the CEO.

During his 14-year tenure with Manning & Napier, Mr. Battaglia, age 39, has overseen the firm’s strategic planning, budget, financial reporting, investor relations and serves as Chairman of the Product Seeding Committee. Prior to joining Manning & Napier, Mr. Battaglia served as an Audit Associate at PricewaterhouseCoopers in Boston, MA and Rochester, NY. Mr. Battaglia earned a BBA/MBA in Accounting and Finance from St. Bonaventure University in 2001. He is also a Certified Public Accountant (CPA).

After more than 30 years of dedicated service with Manning & Napier, Beth Galusha, Principal Financial Officer, Chief Accounting Officer, and Treasurer has announced her retirement. She will remain with the Company in an advisory capacity until the end of May 2018.

Jeff Coons, Co-CEO and President of Manning & Napier, commented, “Paul has been a dedicated executive who has added value throughout the firm during his 14 year tenure. He played an integral role during and after the Company’s IPO, and more recently has overseen the firm’s investor relations function. Paul represents the next generation of leaders we have at the firm, and we are excited for his future contributions as we continue to execute on our long-term growth strategy.” Commenting further, Coons added, “Beth has been an invaluable financial executive serving in many roles since joining the Company in 1987. She has worked closely with Paul for more than 14 years leading to this successful transition. On behalf of the entire Company, we wish Beth well in retirement and thank her for many years of dedication.”

About Manning & Napier, Inc.

Manning & Napier (NYSE: MN) provides a broad range of investment solutions as well as a variety of consultative services that complement our investment process. Founded in 1970, we offer U.S. and non-U.S. equity, fixed income, and a range of blended asset portfolios, such as life cycle funds and actively-managed exchange-traded fund (“ETF”)-based portfolios. We serve a diversified client base of high-net-worth individuals and institutions, including 401(k) plans, pension plans, Taft-Hartley plans, endowments and foundations. For many of these clients, our relationship goes beyond investment management and includes customized solutions that address key issues and solve client-specific problems. We are headquartered in Fairport, NY.


Safe Harbor Statement

This press release and other statements that the Company may make may contain forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect the Company’s current views with respect to, among other things, its operations and financial performance. Words like “believes,” “expects,” “may,” “estimates,” “will,” “should,” “intends,” “plans,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what it currently knows about its business and operations, there can be no assurance that its actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ from its expectations or beliefs include, without limitation: changes in securities or financial markets or general economic conditions; a decline in the performance of the Company’s products; client sales and redemption activity; changes of government policy or regulations; and other risks discussed from time to time in the Company’s filings with the Securities and Exchange Commission.

Contacts

Investor Relations Contact

Sean Silva

Prosek Partners

646-493-9632

ssilva@prosek.com

Public Relations Contact

Nicole Kingsley Brunner

Manning & Napier, Inc.

585-325-6880

nbrunner@manning-napier.com

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