Form 8-K - Current report

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

December 9, 2024

Date of Report (date of earliest event reported)

VIRTUS INVESTMENT PARTNERS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-10994

26-3962811

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

One Financial Plaza

Hartford

06103

(Address of principal executive offices)

(Zip Code)

(800) 248-7971

Registrant's telephone number, including area code

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))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	VRTS	New York Stock Exchange

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.

☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors

On December 9, 2024, the Board of Directors (the “Board”) of Virtus Investment Partners, Inc. (the “Company”) appointed John C. Weisenseel to serve, effective as of December 9, 2024, as a director of the Company and as a member of the Board’s Audit Committee.

Mr. Weisenseel served as Chief Financial Officer of AllianceBernstein LP, a publicly traded global asset management firm from 2012-2021. Previously, he was Chief Financial Officer of Standard & Poor’s from 2007-2012.

In consideration of his services as a member of the Company's Board and any committees thereof, Mr. Weisenseel will be compensated for his service on the Board in accordance with the Company’s compensation program for non-employee directors and will receive a pro rata portion of the Company’s annual cash retainer as compensation for the remainder of the 2024 Board service year.

There is no arrangement or understanding between Mr. Weisenseel and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Weisenseel and any of the Company’s other directors or executive officers. Further, Mr. Weisenseel does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.

Mr. Weisenseel will also enter into the Company’s standard indemnity agreement for directors, the form of which was previously filed by the Company as Exhibit 10.9 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 27, 2023.

A press release announcing the appointment of Mr. Weisenseel is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99 .1 Press release of Virtus Investment Partners, Inc. dated December 11, 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

VIRTUS INVESTMENT PARTNERS, INC.

Dated:

December 11, 2024

By:

/s/ Andra C. Purkalitis

Name:

Andra C. Purkalitis

Title:

Executive Vice President, Chief Legal Officer, General Counsel and Secretary

News Release Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com Virtus Investment Partners Announces Appointment of Board Member HARTFORD, CT, December 11, 2024 – Virtus Investment Partners (NYSE: VRTS), which operates a multi-boutique asset management business, today announced that John C. Weisenseel, who has more than 20 years of experience in senior financial leadership roles, has been appointed to the company’s Board of Directors and to its Audit Committee. Weisenseel, 64, retired as senior vice president and chief financial officer of AllianceBernstein LP, where he supervised all global finance activities for the publicly traded asset management company and was a member of its executive Operating Committee, which established and guided strategic direction for the firm. "We are pleased to welcome John to our board as he brings a significant background in financial management with a deep understanding of the asset management industry,” said Timothy A. Holt, chairman of Virtus’ board. “His operating and financial expertise will be a tremendous resource as we continue to focus on growing the company and delivering long-term shareholder value.” Prior to joining AllianceBernstein in 2012, Weisenseel held leadership roles at McGraw Hill, initially as senior vice president and corporate treasurer and later as senior vice president and chief financial officer of McGraw Hill’s Standard & Poor's subsidiary. Earlier he was vice president and corporate treasurer for Barnes & Noble and held a variety of derivatives trading and financial positions at Citigroup. Since his retirement, he has been an Executive-in-Residence at Lipscomb University’s College of Business in Nashville. He currently serves as a member of the Finance Committee of Nashville Zoo, and as a board member and immediate past chair of both Nashville Public Television and Thistle Farms. Weisenseel earned a Bachelor of Business Administration degree in Accounting from Adelphi University in Garden City, NY and an MBA in Finance and Computer Information Systems from the University of Texas at Austin. He is a Certified Public Accountant (CPA). Exhibit 99.1 Virtus Investment Partners - 2 Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com About Virtus Investment Partners, Inc. Virtus Investment Partners (NYSE: VRTS) is a distinctive partnership of boutique investment managers singularly committed to the long-term success of individual and institutional investors. We provide investment management products and services from our affiliated managers, each with a distinct investment style and autonomous investment process, as well as select subadvisers. Investment solutions are available across multiple disciplines and product types to meet a wide array of investor needs. Additional information about our firm, investment partners, and strategies is available at virtus.com. Forward-Looking Information This press release contains statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about our beliefs or expectations, are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995, as amended. These statements may be identified by such forward-looking terminology as “expect,” “estimate,” "intent," "plan," “intend,” “believe,” “anticipate,” “may,” “will,” “should,” “could,” “continue,” “project,” “opportunity,” “predict,” “would,” “potential,” “future,” “forecast,” “guarantee,” “assume,” “likely,” “target” or similar statements or variations of such terms. Our forward- looking statements are based on a series of expectations, assumptions and projections about the company, are not guarantees of future results or performance, and involve substantial risks and uncertainty as described in our most recent Annual Report on Form 10-K and our filings with the Securities and Exchange Commission, which are available in the Investor Relations section of our website, virtus.com. All forward-looking statements are as of the date of this release only. The company can give no assurance that such expectations or forward-looking statements will prove to be correct. Actual results may differ materially. You are urged to carefully consider all such factors. # # # Contacts Sean Rourke, Investor Relations (860) 263-4709 sean.rourke@virtus.com Joe Fazzino, Media Relations (860) 263-4725 joe.fazzino@virtus.com

Cover Page Document	Dec. 09, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 09, 2024
Entity Registrant Name	VIRTUS INVESTMENT PARTNERS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-10994
Entity Tax Identification Number	26-3962811
Entity Address, Address Line One	One Financial Plaza
Entity Address, City or Town	Hartford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06103
City Area Code	800
Local Phone Number	248-7971
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	VRTS
Entity Emerging Growth Company	false
Entity Central Index Key	0000883237
Amendment Flag	false
Security Exchange Name	NYSE