UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 21, 2013
Registrant's Telephone Number, Including Area Code: (614) 255-3333
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))
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Pursuant to the terms of the Diamond Hill Fixed Term Deferred Compensation Plan (the "Fixed Term Plan") and the Diamond Hill Variable Term Deferred Compensation Plan (the "Variable Term Plan" and along with the Fixed Term Plan, each a "Plan" and collectively, the "Plans"), as adopted by the Board of Directors of Diamond Hill Investment Group, Inc. (the "Company") on April 24, 2013, the Board of Directors of the Company approved amendments on May 21, 2013 to each of the Plans. R. H. Dillon, the Company's President and Chief Executive Officer, is currently eligible to participate in the Variable Term Plan, along with each person employed by the Company or any of its affiliates as a portfolio manager or research analyst who is a member of a select group of management or highly compensated employees. James F. Laird, the Company's Secretary, Treasurer and Chief Financial Officer, is eligible to participate in the Fixed Term Plan, along with each person employed by the Company or any of its affiliates who is not a portfolio manager or research analyst. Complete descriptions of the terms and conditions of the Plans are provided in the Report on Form 8-K filed by the Company on April 30, 2013. Brief descriptions of the amendments to the Plans are provided below. The descriptions of the amendments to the Plans are qualified in their entirety by reference to the First Amendment to the Fixed Term Plan and the First Amendment to the Variable Term Plan, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively.
Amendment to Fixed Term Plan
The Board of Directors of the Company amended the terms of the Fixed Term
Plan to allow participants to elect whether to receive distributions from the
Fixed Term Plan (i) in one lump sum payment within 90 days following the
fifth anniversary of the date the incentive compensation was deferred, or
(ii) in up to five substantially equal annual installments beginning on the
January 1 following the fifth anniversary of the date such incentive
compensation was deferred and on each January 1 thereafter. The Fixed Term
Plan previously provided only for distribution in the single lump sum payment.
The remainder of the Fixed Term Plan has not changed.
Amendment to Variable Term Plan
The Board of Directors of the Company amended the terms of the Variable Term Plan to allow participants, upon making an election to receive the distributions of incentive compensation in annual installments instead of a single lump sum payment, to elect to receive such distributions from the Variable Term Plan in up to fifteen substantially equal annual installments beginning on the January 1 following either: (A) the participant's Termination (as defined in the Variable Term Plan) and on each January 1 thereafter; or (B) the earlier of (1) a date specified by the participant on the deferral election form and every January 1 thereafter, or (2) the participant's Termination and on each January 1 thereafter. Previously, the Variable Term Plan provided the option for distributions of up to only five substantially equal annual installments.
The Board of Directors of the Company also amended the Variable Term Plan to specify who is eligible to make a subsequent deferral election under the terms of the Variable Term Plan after the initial deferral election form has been submitted. The Variable Term Plan previously permitted anyone, whether an active or former employee, to make a subsequent deferral election to change the time and form of distributions. The Variable Term Plan now only permits active employees (those who have not Terminated, as defined in the Variable Term Plan), to change the time and form of distributions. The remainder of the Variable Term Plan has not changed.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits.
Exhibit No. Description
----------- ------------------------------------------------------
10.1 First Amendment to the Diamond Hill Fixed Term Deferred
Compensation Plan
10.2 First Amendment to the Diamond Hill Variable Term Deferred
Compensation Plan
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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.
DIAMOND HILL INVESTMENT GROUP, INC.
Date: May 28, 2013 By: /s/ James F. Laird
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James F. Laird, Chief Financial
Officer and Secretary
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FIRST AMENDMENT TO THE
DIAMOND HILL
FIXED TERM DEFERRED COMPENSATION PLAN
Section 7.01 of the Fixed Term Deferred Compensation Plan is hereby deleted in its entirety and the following is substituted therefor:
7.01 Distributions. Subject to Section 7.02 of this Plan,
a Participant's Accounts will be distributed in accordance with
the applicable Deferral Election Form. A Participant may elect,
at the time he submits a Deferral Election Form as specified in
Section 4.01(b), to have distributions of the Incentive
Compensation deferred for that Plan Year, as adjusted pursuant
to Section 6.03, made: (i) in a lump sum payment within ninety
(90) days following the fifth anniversary of the date the
Incentive Compensation was deferred; or (ii) in up to five (5)
substantially equal annual installments beginning on the
January 1 following the fifth anniversary of the date the
Incentive Compensation was deferred and on each January 1
thereafter.
FIRST AMENDMENT TO THE
DIAMOND HILL
VARIABLE TERM DEFERRED COMPENSATION PLAN
Section 7.01 of the Variable Term Deferred Compensation Plan is hereby deleted in its entirety and the following is substituted therefor:
7.01 Distributions Upon Termination (Other than Death) or
at a Specified Time.
(a) Subject to Section 7.05 of this Plan, a Participant's
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Accounts will be distributed in accordance with the applicable
Deferral Election Form. A Participant may elect, at the time he
submits a Deferral Election Form as specified in Section 4.01(b),
to have distributions of the Incentive Compensation deferred for
that Plan Year, as adjusted pursuant to Section 6.03, made:
(i) in a single lump sum payment within ninety (90) days following
either: (A) the Participant's Termination; or (B) the earlier of
(1) a date specified by the Participant on a valid Deferral Election
Form in accordance with Section 4.01(b), or (2) the Participant's
Termination; or (ii) in up to fifteen (15) substantially equal
annual installments beginning on the January 1 following either:
(A) the Participant's Termination and on each January 1 thereafter;
or (B) the earlier of (1) a date specified by the Participant on a
valid Deferral Election Form in accordance with Section 4.01(b)
and every January 1 thereafter, or (2) the Participant's Termination
and on each January 1 thereafter. Notwithstanding the foregoing,
subject to Section 7.02 of the Plan, no distribution shall occur
until at least the fifth anniversary of the date the Incentive
Compensation was deferred unless in the event of death, Disability
or Change in Control.
(b) A Participant who has not Terminated (unless otherwise
permitted by the Plan Administrator) may elect to change the time
or form of distribution of the Participant's Plan Benefit (based
on the alternatives described in Section 7.01(a) of this Plan) by
submitting a Distribution Election Change Form to the Plan
Administrator; provided, however, that: (i) such change may not
take effect until at least twelve (12) months after the date on
which such election is made; (ii) the payment with respect to
which such change is made must be deferred (other than a
distribution upon death) for a period of not less than five (5)
years from the date such payment would otherwise have been paid
(or in the case of installment payments treated as a single
payment, from the date the first amount was scheduled to be
paid); and (iii) such change must be made not less than twelve
(12) months before the date the payment is scheduled to be paid
(or in the case of installment payments treated as a single
payment, from the date the first amount was scheduled to be paid).