(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On November 19, 2012, the Board of Directors (the "Board") of Manning & Napier,
Inc. (the "Company") increased the size of the Board from six to seven members
and appointed Barbara Goodstein to fill the vacancy. Ms. Goodstein currently
serves as the Chief Marketing Officer at Vonage, a telecommunications firm.
Ms. Goodstein holds an M.B.A. in marketing from Columbia University and a B.A.
from Brown University.
There is no arrangement or understanding between Ms. Goodstein and any other
person pursuant to which Ms. Goodstein was selected as a director. Ms. Goodstein
does not have any family relationship with any director, executive officer or
person nominated or chosen by the Company to become a director or an executive
officer. The Board has determined that Ms. Goodstein is an independent director
under applicable New York Stock Exchange ("NYSE") rules. Ms. Goodstein will
serve on the Nominating and Corporate Governance, Compensation, and Audit
A copy of the press release announcing Ms. Goodstein's appointment is attached
hereto as Exhibit 99 and incorporated herein by reference.
Item 8.01. Other Events.
On November 19, 2012, Patrick Cunningham, the Chief Executive Officer of the
Company and a member of the Board, resigned as a member of the Nominating and
Corporate Governance Committee.
With the appointment of Barbara Goodstein to the Board and the resignation of
Patrick Cunningham as a member of the Nominating and Corporate Governance
Committee, the Company is no longer availing itself of the controlled company
exemption under Section 303A.00 of the NYSE Listed Company Manual. The Company
has a majority of independent directors on its Board and has Nominating and
Corporate Governance, Compensation, and Audit Committees composed entirely of
Item 9.01. Financial Statements and Exhibits.
Number Description of Exhibit
99 Press Release issued by Manning & Napier, Inc. on November 19, 2012.