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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): April 19, 2023

 

VIRTU FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation)
  001-37352
(Commission File No.)
  32-0420206
(IRS Employer
Identification No.)

 

1633 Broadway

New York, NY 10019

(Address of principal executive offices)

 

(212) 418-0100

(Registrant’s telephone number, including area code)

 

(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 (see General Instruction A.2. below):

 

¨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))

 

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 ¨

 

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. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
Class A common stock, par value $0.00001 per share   VIRT   The NASDAQ Stock Market LLC

 

 

 

 

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(b) Departure of Director

 

On April 19, 2023, Robert Greifeld resigned as Chairman and member of the Board of Directors (the “Board”) of Virtu Financial, Inc. (the “Company”), and from the Board’s Nominating and Corporate Governance Committee, Compensation Committee and Strategy Committee, effective immediately. Mr. Greifeld is resigning in order to pursue other opportunities in investment management, financial technology and philanthropy. Mr. Greifeld’s departure is not due to any disagreement with the Board or the Company’s management or any matter relating to the Company’s operations, policies or practices. Following Mr. Greifeld’s resignation, the Board appointed current director Mr. Michael T. Viola to serve as Chairman, and the Board now consists of ten directors. The Board may seek to add one or more new directors as business needs and opportunities arise.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

 

(d)Exhibits

 

Exhibit No.  Description
    
99.1  Press release of Virtu Financial, Inc., dated April 21, 2023
    
104  The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  VIRTU FINANCIAL, INC.
   
  By:   /s/ JUSTIN WALDIE
    Name: Justin Waldie
    Title: Senior Vice President, Secretary and General Counsel

 

Dated: April 21, 2023

 

3

 

Exhibit 99.1

 

PRIVILEGED & CONFIDENTIAL

 

Virtu Financial Announces Michael T. Viola to Succeed Robert Greifeld as Chairman

 

NEW YORK, Apr. 21, 2023 (GLOBE NEWSWIRE) -- Virtu Financial, Inc. (NASDAQ: VIRT), a leading provider of financial services and products that leverages cutting-edge technology to deliver innovative, transparent trading solutions to clients and liquidity to the global markets, has announced that Mr. Michael T. Viola has been appointed to succeed Mr. Robert Greifeld, Chairman, who has resigned from Virtu Board of Directors in order to focus on other endeavors, including the launch of Cornerstone FTM, a financial technology focused investment fund, as well as board and leadership roles with other financial and philanthropic organizations.

 

Michael T. Viola has served on Virtu’s Board of Directors since 2016 and as chair of its Nominating and Corporate Governance Committee since 2019.  Mr. Greifeld joined Virtu’s Board of Directors in July 2017 as Chairman, concurrent with Virtu closing its acquisition of KCG Holdings, Inc.

 

“Bob’s tenure as Chairman included a period of significant growth for Virtu, including our acquisitions of KCG Holdings and ITG, Inc.  His leadership has been critical, and we wish him well in his new venture,” said Douglas Cifu, Chief Executive Officer and Co-Founder of Virtu Financial.  Mr. Cifu continued, “I look forward to Michael assuming the role of Chairman and continuing to build on our successes as a company.”

 

“Having Bob as Chairman during this period of time at Virtu has been enormously beneficial to the Board and Management team of Virtu.  Michael has my complete confidence and I look forward to him assuming the role of Chairman,” said Vincent J. Viola, Chairman Emeritus and Founder of Virtu.

 

“It has been a distinct pleasure to have worked with the Board and Management team over the past six years. I have always been an admirer of Vinnie, Doug, and Michael and I leave with lifelong friends, and I am incredibly optimistic about the future of Virtu,” said Robert Greifeld. Mr. Greifeld continued, “I will continue to serve as Chairman of USATF Foundation, the Cornerstone entities and Run Gum and as a board member of Financeware LLC, Capital ROCK LLC, and Runway Growth Finance.”

 

Michael Viola became a member of Virtu’s Board of Directors in April 2016. He previously served Virtu in a variety of roles since 2011, most recently as a senior trader focused on foreign exchange products and global commodities. Since 2016, Mr. Viola has also served as the President of the Viola family’s private investment office, located in New York City. In addition, Mr. Viola is a member of the Board of Directors of Independent Bank Group, Inc. (NASDAQ:IBTX), multiple private companies, and the Viola Foundation.

 

About Virtu Financial, Inc.

 

Virtu is a leading provider of financial services and products that leverages cutting-edge technology to deliver liquidity to the global markets and innovative, transparent trading solutions to its clients. Leveraging its global market making expertise and infrastructure, Virtu provides a robust product suite including offerings in execution, liquidity sourcing, analytics and broker-neutral, multi-dealer platforms in workflow technology. Virtu’s product offerings allow clients to trade on hundreds of venues across 50+ countries and in multiple asset classes, including global equities, ETFs, foreign exchange, futures, fixed income, cryptocurrency and myriad other commodities. In addition, Virtu’s integrated, multi-asset analytics platform provides a range of pre-, intra- and post-trade services, data products and compliance tools that clients rely upon to invest, trade and manage risk across global markets.

 

Contact:

Investor Relations

Andrew Smith

investor_relations@virtu.com