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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): December 19, 2019 (December 18, 2019)

ALLIANCEBERNSTEIN HOLDING L.P.
(Exact name of registrant as specified in its charter)

Delaware
001-09818
13-3434400
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)

1345 Avenue of the Americas, New York, NY  10105
(Address of principal executive offices)
(Zip Code)
(212) 969-1000
(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 obligations 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐







Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Trading Symbol
Name of Each Exchange on which Registered
Units rep. assignments of beneficial ownership of limited partnership interests in AB Holding
AB
NYSE








Item 1.01. Entry into a Material Definitive Agreement.
        
The information provided under Item 5.02 hereto is incorporated herein by reference.

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

(e)
On December 18, 2019, AllianceBernstein L.P., AllianceBernstein Holding L.P., AllianceBernstein Corporation and Mr. Seth P. Bernstein, Chief Executive Officer of AllianceBernstein Holding L.P., agreed to an amendment to Mr. Bernstein’s employment agreement.  Among other items, the amendment reduces the circumstances which may constitute a “change in control” or a voluntary termination for “good reason” under the agreement.  The amendment also increases the cash payment he may receive upon an involuntary termination of employment without cause from an amount equal to the sum of his current base salary and bonus opportunity to 150% of that amount (which aligns to the amounts that would be payable to similarly-situated AXA Equitable employees in the event of an involuntary termination of employment without cause pursuant to the AXA Equitable Severance Benefit Plan and the AXA Equitable Supplemental Severance Plan for Executives).

The amendment to Mr. Bernstein’s employment agreement (the “SB Amendment”) is attached hereto as Exhibit 10.1 and is incorporated herein by reference.



Item 9.01        Financial Statements and Exhibits.
        
(d)    Exhibits

10.1    SB Amendment.



            










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 thereunto duly authorized.


 
 
ALLIANCEBERNSTEIN HOLDING L.P.
Dated: December 19, 2019
 
By: 
/s/ David M. Lesser
 
 
 
David M. Lesser
Corporate Secretary





AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT


Amendment No. 2 dated as of December 18, 2019 to the Employment Agreement (the
“Agreement”) dated as of April 28, 2017 among Seth P. Bernstein (the “Executive”), AllianceBernstein
L.P. (“AB”), AllianceBernstein Holding L.P. (“Holding”) and AllianceBernstein Corporation (the
“Corporation”, and together with AB and Holding, the “Company”), as amended by Amendment No.
1 to the Agreement dated as of December 11, 2018.
    
WHEREAS, the Compensation and Workplace Practices Committee (the “Committee”) of the Board of Directors of the Corporation, during a regular meeting duly held on December 10, 2019, adopted a resolution by which the Committee approved a further amendment to the Agreement;

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, terms and conditions as set forth herein, and other valuable consideration, the receipt of and sufficiency of which are hereby acknowledged, it is hereby agreed between the Company and the Executive as follows:

1.
Defined Terms: Terms defined in the Agreement shall have the same meaning when used in this Agreement.

2.
The second sentence of Section 2 of the Agreement is hereby amended in its entirety to read as follows:

“In addition, you will have reporting responsibilities to the Chief Executive Officer of AXA Equitable Holdings, Inc., a Delaware corporation (“EQH”).

3.
The reference to “AXA” in Section 6(a) of the Agreement shall be deleted and the reference to “AXA Financial” shall be changed to a reference to “EQH.”

4.
The phrase at the end of Section 6(c)(i) of the Agreement, “, including if you are no longer the chief executive officer of a publicly traded entity with respect to Holding,” shall be deleted in its entirety.





5.
The reference in Section 6(c)(iii) of the Agreement to “AXA Financial” shall be changed to a reference to “EQH” and the phrase in that section “and the Group Head of Global Asset Management of AXA as provided in Section 2 of this Agreement” shall be deleted.

6.
Section 7(c)(ii) of the Agreement shall be modified by (i) adding the phrase “if such termination is by you for Good Reason” immediately following “subject to Section 13(b) hereof” (ii) adding the phrase “provided, however, if such termination is by the Company other than for Cause, Death or Disability, such lump sum cash amount shall be equal to such Base Salary and target bonus opportunity amount multiplied by 1.5” immediately following (i.e.., $3,000,000 or any increased amount),” and (iii) inserting “in either case” immediately following “which shall be paid.”

7.
Section 13(c)(ii) of the Agreement shall be deleted in its entirety and Section 13(c)(iii) shall be renumbered as Section 13(c)(ii).

8.
In the definition of “Change in Control” attached as Annex A to the Agreement, the references to “AXA Financial” in Sections (i), (ii), (iv) and (v) of such annex shall be changed to references to “EQH;” and Section (iii) of such Annex shall be deleted in its entirety.

9.
In the Confidential Separation Agreement and General Release attached to the Agreement, the reference to “AXA Financial” in Section 4 thereof shall be changed to a reference to “EQH” and the references to AXA and AXA Management Board in Sections 4 and 5 thereof, respectively, shall be deleted.

[Signature Page Follows]












IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by a duly authorized officer and the Executive has executed this Amendment on his own behalf intending to be legally bound.
                            
ALLIANCEBERNSTEIN L.P.

BY: /s/ Larry Cranch                                                      Larry Cranch                                                       General Counsel

ALLIANCEBERNSTEIN HOLDING L.P.
BY: /s/ Larry Cranch                                                      Larry Cranch                                                       General Counsel
                                            
ALLIANCEBERNSTEIN CORPORATION
 
BY: /s/ Larry Cranch                                                      Larry Cranch                                                   General Counsel

AGREED TO AND ACCEPTED BY:


/s/ Seth P. Bernstein         Seth P. Bernstein
As of December 18, 2019    
Date