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): February 22, 2019

 

 

FOCUS FINANCIAL PARTNERS INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-38604

 

47-4780811

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

825 Third Avenue, 27 th  Floor
New York, NY 10022

(Address of principal executive offices)
(Zip Code)

 

(646) 519-2456

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 (see General Instruction A.2. below):

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             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 x

 

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. x

 

 

 

 

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

 

On February 22, 2019, the board of directors (the “Board”) of Focus Financial Partners Inc. (the “Company”) appointed Joseph Feliciani, Jr. to serve as a Class II director on the Board, effective as of April 1, 2019. Upon joining the Board, Mr. Feliciani will serve as a member of the audit committee of the Board.

 

As compensation for services provided as a member of the Board, Mr. Feliciani will receive compensation comparable to those of other members of the Board. In connection with his appointment, Mr. Feliciani will enter into an indemnification agreement with the Company comparable to those entered into by the Company’s executive officers and other members of the Board.

 

Except as disclosed herein, there are no arrangements or understandings between Mr. Feliciani and any other person pursuant to which he was selected as a director.

 

Item 7.01                    Regulation FD Disclosure.

 

On February 28, 2019, the Company issued a press release announcing Mr. Feliciani’s appointment. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.

 

The information in this Current Report being furnished pursuant to Items 7.01 and 9.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01                    Financial Statements and Exhibits.

 

(d)          Exhibits.

 

Exhibit No.

 

Description

99.1

 

Focus Financial Partners Inc. Press Release, dated February 28, 2019

 

2

 

SIGNATURES

 

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.

 

 

 

FOCUS FINANCIAL PARTNERS INC.

 

 

 

 

 

By:

/s/ J. Russell McGranahan

 

 

J. Russell McGranahan

 

 

General Counsel

 

 

Dated: February 28, 2019

 

 

3

Exhibit 99.1

 

GRAPHIC

 

Joseph Feliciani, Jr. Joins Focus Financial Partners Board of Directors

 

New York, NY — February 28, 2019 — Focus Financial Partners Inc. (NASDAQ: FOCS) (“Focus”), a leading partnership of independent, fiduciary wealth management firms, today announced that Joseph Feliciani, Jr., former Chief Operating Officer of Finance and Chief Accounting Officer for BlackRock, has been elected to Focus’ board of directors and will serve on its audit committee, effective in each case as of April 1, 2019.

 

Feliciani is a senior finance executive with 40 years of leadership experience in the financial services industry. During his 20-year tenure with BlackRock, Feliciani built and oversaw a world-class global finance capability. He led the accounting function through a series of transactions which contributed to BlackRock’s transformation into the largest asset manager in the world, including its initial public offering in 1999 as well as its acquisitions of Merrill Lynch Investment Managers in 2006 and Barclays Global Investors in 2009. He also has experience operating within multiple international regulatory environments and helped build finance centers of excellence in Europe and Asia, which significantly enhanced BlackRock’s operational efficiency and controls.

 

“Joe has an extraordinary finance background and we are excited to welcome him to Focus’ board of directors,” said Rudy Adolf, Founder, CEO and Chairman of Focus Financial Partners. “I am particularly excited because Joe began at BlackRock when it was a relatively small organization, but had a key role throughout its exponential growth and development. His guidance will be invaluable as Focus continues to aggressively expand its business, both in the U.S. and internationally..”

 

Prior to joining BlackRock, Feliciani was the Controller of PNC’s asset management business. During his tenure with PNC, he also held various management positions in the finance group including corporate accounting, financial planning and analysis and strategy. He holds a Bachelors degree in Accounting from Temple University in Philadelphia.

 

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About Focus Financial Partners Inc.

Focus Financial Partners Inc. (NASDAQ: FOCS) (“Focus”) is a leading partnership of independent, fiduciary wealth management firms. Focus provides access to best practices, resources, and continuity planning for its partner firms who serve individuals, families, employers and institutions with comprehensive wealth management services. Focus partner firms maintain their operational independence, while they benefit from the synergies, scale, economics and best practices offered by Focus to achieve their business objectives. For more information about Focus Financial Partners, please visit www.focusfinancialpartners.com.

 

Investor and Media Contact Information

Tina Madon

Senior Vice President

Head of Investor Relations & Corporate Communications
Tel: (646) 813-2909
tmadon@focuspartners.com