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): November 2, 2012 (November 1, 2012)
 
 
PZENA INVESTMENT MANAGEMENT, INC.
 
 
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware
 
001-33761
 
20-8999751
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
 
 
 
120 West 45 th Street, New York, New York
  10036
 
  (Address of Principal Executive Offices)   Zip Code
 
 
 
 
Registrant’s Telephone Number, Including Area Code: (212) 355-1600
 
     
  (Former Name or Former Address, If Changed Since Last Report)
 
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:
 
o Written communications pursuant to Rule 425 under the Securities Act.
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 
 
 
ITEM 5.02
DEPARTURE OF DIRECTOR OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.


 
(e) Amendment to Compensatory Arrangements of Certain Officers

Consistent with the philosophy and objectives of the Company’s executive compensation program, as adopted by the Compensation Committee, and discussed in Item 11, “Compensation Discussion and Analysis,” of the Company’s 2011 Form 10-K filed with the Securities and Exchange Commission on March 14, 2012, on November 1, 2012 the Company entered into amended employment agreements with each of Messrs. Richard S. Pzena, Chairman, Chief Executive Officer and Co-Chief Investment Officer; John P. Goetz, President, Co-Chief Investment Officer; and William L. Lipsey, President, Marketing and Client Service (together “the Named Executive Officers”), in order to eliminate  “guaranteed payments” to the Named Executive Officers.
 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
 
                   
(d) Exhibits
 
99.1           Amendment to Executive Employment Agreement for Richard S. Pzena, dated as of   November 1, 2012, by and among Pzena Investment Management, Inc., Pzena Investment Management, LLC, and Richard S. Pzena.
 
99.2           Amendment to Executive Employment Agreement for John P. Goetz, dated as of November 1, 2012, by and among Pzena Investment Management, Inc., Pzena Investment Management, LLC, and John P. Goetz.
 
99.3           Amendment to Amended and Restated Executive Employment Agreement for William L. Lipsey, dated as of November 1, 2012 , by and among Pzena Investment Management, Inc., Pzena Investment Management, LLC, and William L. Lipsey.
 


 
 
 

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.
 
Dated:  November 2, 2012
 

 
 
PZENA INVESTMENT MANAGEMENT, INC.
 
 
By:/s/ Joan F. Berger
Name:Joan F. Berger
Title:General Counsel
   


 
 
 

EXHIBIT INDEX

Exhibit No.
Document
99.1
Amendment to Executive Employment Agreement for Richard S. Pzena, dated as of November 1, 2012, by and among Pzena Investment Management, Inc., Pzena Investment Management, LLC, and Richard S. Pzena.
99.2
Amendment to Executive Employment Agreement for John P. Goetz, dated as of November 1, 2012, by and among Pzena Investment Management, Inc., Pzena Investment Management, LLC, and John P. Goetz.
99.3
Amendment to Amended and Restated Executive Employment Agreement for William L. Lipsey, dated as of November 1, 2012, by and among Pzena Investment Management, Inc., Pzena Investment Management, LLC, and William L. Lipsey.




EXHIBIT 99.1

AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT

 
Reference is made to the Executive Employment Agreement (“Agreement”) dated as of October 30, 2007, by and among Pzena Investment Management, Inc. (the "Company"), Pzena Investment Management, LLC (the "Operating Company" and together with the Company, the "Employer") and Richard S. Pzena (the "Executive"). Capitalized terms used but not defined herein have the meanings given to them in the Agreement or the Operating Agreement of the Operating Company, dated as of October 30, 2007 (the “Operating Agreement”).
 
WHEREAS, the Employer and the Executive wish to amend the Agreement to modify certain terms of the guaranteed payments and employee benefits provision (this “Amendment”); and
 
WHEREAS, the Board of Directors of the Company approved this Amendment at a meeting on October 17, 2012;
 
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth in the Agreement and for other good and valuable consideration, the parties agree as follows:
 
1.           Section 3(a) shall be replaced in its entirety by the following:
 
Employee Payments and Benefits .  As of the date of this Amendment, any base salary and/or Performance Payment made to the Executive will be determined by the Compensation Committee of the Board of the Managing Member in its sole discretion.
 
 
2.
Except as set forth above, the provisions of the Agreement remain in full force and effect.
 

 
 
 

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed as of the 1st day of November, 2012.
 
 
PZENA INVESTMENT MANAGEMENT, INC.
 
By:           /s/ Richard S. Pzena
Name:           Richard S. Pzena
Title:           Chief Executive Officer
   
 
PZENA INVESTMENT MANAGEMENT, LLC
 
By:           /s/ Richard S. Pzena
Name:           Richard S. Pzena
Title:           Chief Executive Officer
   
 
RICHARD S. PZENA
 
/s/ Richard S. Pzena
Richard S. Pzena

 
EXHIBIT 99.2


AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT

 
Reference is made to the Executive Employment Agreement (“Agreement”) dated as of October 30, 2007, by and among Pzena Investment Management, Inc. (the "Company"), Pzena Investment Management, LLC (the "Operating Company" and together with the Company, the "Employer") and John P. Goetz (the "Executive"). Capitalized terms used but not defined herein have the meanings given to them in the Agreement or the Operating Agreement of the Operating Company, dated as of October 30, 2007 (the “Operating Agreement”).
 
WHEREAS, the Employer and the Executive wish to amend the Agreement to modify certain terms of the guaranteed payments and employee benefits provision (this “Amendment”); and
 
WHEREAS, the Board of Directors of the Company approved this Amendment at a meeting on October 17, 2012;
 
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth in the Agreement and for other good and valuable consideration, the parties agree as follows:
 

 
1.           Section 3(a) shall be replaced in its entirety by the following:
 
Employee Payments and Benefits .  As of the date of this Amendment, any base salary and/or Performance Payment made to the Executive will be determined by the Compensation Committee of the Board of the Managing Member in its sole discretion.
 
 
2.
Except as set forth above, the provisions of the Agreement remain in full force and effect.
 

 
 
 

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed as of the 1st day of November, 2012.
 
 
PZENA INVESTMENT MANAGEMENT, INC.
 
By:           /s/ Richard S. Pzena
Name:           Richard S. Pzena
Title:           Chief Executive Officer
   
 
PZENA INVESTMENT MANAGEMENT, LLC
 
By:           /s/ Richard S. Pzena
Name:           Richard S. Pzena
Title:           Chief Executive Officer
   
 
JOHN P. GOETZ
 
/s/ John P. Goetz
John P. Goetz

 
EXHIBIT 99.3


AMENDMENT TO AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

 
Reference is made to the Amended and Restated Executive Employment Agreement (“Agreement”) dated as of October 30, 2007, by and among Pzena Investment Management, Inc. (the "Company"), Pzena Investment Management, LLC (the "Operating Company" and together with the Company, the "Employer") and William L. Lipsey (the "Executive"). Capitalized terms used but not defined herein have the meanings given to them in the Agreement or the Operating Agreement of the Operating Company, dated as of October 30, 2007 (the “Operating Agreement”).
 
WHEREAS, the Employer and the Executive wish to amend the Agreement to modify certain terms of the guaranteed payments and employee benefits provision (this “Amendment”); and
 
WHEREAS, the Board of Directors of the Company approved this Amendment at a meeting on October 17, 2012;
 
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth in the Agreement and for other good and valuable consideration, the parties agree as follows:
 
1.           Section 3(a) shall be replaced in its entirety by the following:
 
Employee Payments and Benefits .  As of the date of this Amendment, any base salary and/or Performance Payment made to the Executive will be determined by the Compensation Committee of the Board of the Managing Member in its sole discretion.
 
 
2.
Except as set forth above, the provisions of the Agreement remain in full force and effect.
 

 
 
 

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed as of the 1st day of November, 2012.
 
 
PZENA INVESTMENT MANAGEMENT, INC.
 
By:           /s/ Richard S. Pzena
Name:           Richard S. Pzena
Title:           Chief Executive Officer
   
 
PZENA INVESTMENT MANAGEMENT, LLC
 
By:           /s/ Richard S. Pzena
Name:           Richard S. Pzena
Title:           Chief Executive Officer
   
 
WILLIAM L. LIPSEY
 
/s/ William L. Lipsey
William L. Lipsey