UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
Date of
report: September 8, 2009
(Date of
earliest event reported)
E*TRADE
FINANCIAL CORPORATION
(Exact
name of registrant as specified in charter)
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Delaware
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1-11921
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94-2844166
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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135
East 57th Street
New
York, New York 10022
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (646) 521-4300
______________________________
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))
On September 9, 2009, E*TRADE Financial
Corporation (the “Company”) announced that Donald H. Layton will step down as
Chairman and CEO of the Company, and as a member of the Board of
Directors, at the end of
2009 on schedule
when his contract
expires. Mr. Layton will work in partnership with
a special committee of the Board of Directors to oversee a search for his
successor. On September 8,
2009, the Company’s Board of Directors, on recommendation of its Compensation
Committee, approved a compensation package for Mr. Layton as part of a
transition agreement for his remaining term in recognition of his overseeing a recapitalization of
E*TRADE’s balance sheet and
leading a restructuring effort. This package provides
for a payment of $375,000 per month through the end of the year and a payment of
an additional $1.5 million at the end of the year in return for his
commitment to assist with the search for and transition to a
successor.
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.
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E*TRADE
FINANCIAL CORPORATION
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Dated:
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September
9, 2009
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By:
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/s/
Karl A. Roessner |
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Name:
Karl A. Roessner |
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Title:
Corporate Secretary |
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