|Delayed - 01/15 04:10:00 pm|
AMERICAN EQUITY INVESTMENT LIFE HOLDING CO : Change in Directors or Principal Officers (form 8-K)
|12/01/2020 | 06:06am|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the initial closing of the
below) and pursuant to the related Investment Agreement, dated
by and between
Brookfield Asset Management Inc. ("Brookfield") and
entitled to appoint an individual to the Board of Directors (the "Board") of the
thirteen (13) to fourteen (14) directors and appointed
Class III director to fill such vacancy. The initial term for
expire on the date of the next annual meeting of the Company's shareholders. On
shareholders for a term expiring in 2024. The Board has determined that
is independent under the corporate governance standards of the
and Vice Chair of
employed by Brookfield, a leading global alternative asset manager with
infrastructure, renewable power, private equity, and credit strategies. He has
held a variety of senior roles across the organization, including Chief
Executive Officer of Brookfield Renewable Partners from 2015-2020.
appointed to serve as a director pursuant to the terms of the Investment
Agreement as described above and is not currently expected to serve on any
committees of the Board.
non-employee directors of the Company generally for the services of
•$20,000 per quarter for Board service; and
•an annual equity grant of time-based restricted common stock under the
Company's Amended and Restated Equity Incentive Plan, which is typically awarded
in June. The prorated equity grant for the period through the next annual
meeting of the Company's shareholders for
Brookfield retains the right to appoint an individual to the Board until such
time as Brookfield beneficially owns less than 9.0% of the issued and
outstanding shares of common stock of the Company ("Common Stock"), excluding
any reduction in Brookfield's ownership stake resulting from share repurchases
or new issuances of Common Stock by the Company.
Item 8.01 Other Events.
In a press release issued on
following Hart-Scott-Rodino approval, it closed the first tranche of the
previously disclosed equity investment by Brookfield pursuant to the Investment
Agreement (the "
upon the initial closing of the
The Company also announced that it has entered into an accelerated share
repurchase ("ASR") agreement with
of Common Stock. Under the ASR agreement, the Company will receive initial
delivery of approximately 3.5 million shares of Common Stock, representing
approximately 80% of the number of shares of Common Stock initially underlying
the ASR agreement based on the closing price of the Common Stock of
the volume-weighted average price of the Common Stock during the term of the ASR
agreement, less a discount, and subject to potential adjustments pursuant to the
terms and conditions of the ASR agreement. The final settlement of the share
repurchases under the ASR agreement is expected to be completed no later than
A copy of the press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
The following exhibits are being furnished with this Form 8-K.
99.1 Press Release, dated
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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