Item 5.02 Departure of Admiral or Assertive Officers; Election of Directors;
Arrangement of Assertive Officers; Compensatory Arrange of Certain
On November 13, 2017, Apollo All-around Management, LLC (“AGM,” and calm with its circumscribed subsidiaries, “Apollo”) issued a columnist absolution announcement that able January 1, 2018, Scott Kleinman and James Zelter will become its Co-Presidents. At that time, Messrs. Kleinman and Zelter additionally will become non-voting associates of the Controlling Lath (the “Executive Committee”) of the Lath of Managers of AGM Management, LLC, the administrator of AGM. Messrs. Kleinman and Zelter will address to Co-Founder and Chief Managing Administrator Joshua Harris.
Mr. Kleinman, age 44, has served back 2009 as Lead Partner for Apollo’s clandestine disinterestedness business and a affiliate of Apollo’s administration committee. He aing the close in 1996. Above-mentioned to 1996, he was a affiliate of the Advance Banking analysis at Smith Barney Inc. from 1994 to 1996. Mr. Kleinman serves on the lath of admiral of Constellis Holdings, CH2M Hill Companies, Ltd., Hexion Holdings, LLC, Momentive Performance Materials Holdings, Inc., and Vectra Co. In 2014, he founded the Kleinman Center for Energy Policy at the University of Pennsylvania. He is a affiliate of the Lath of Overseers at the University of Pennsylvania School of Design. Mr. Kleinman accustomed a B.A. and B.S. from the University of Pennsylvania and the Wharton School of Business, respectively, admission magna cum laude, Phi Beta Kappa.
Mr. Zelter, age 55, currently serves as the Managing Administrator and Chief Advance Officer of Apollo’s acclaim business and has served in such accommodation back 2006. He is a affiliate of Apollo’s administration committee. Mr. Zelter is additionally Chief Controlling Officer and a administrator of Apollo Advance Corporation. Above-mentioned to aing Apollo, Mr. Zelter was with Citigroup Inc. and its antecedent companies from 1994 to 2006. From 2003 to 2005, Mr. Zelter was Chief Advance Officer of Citigroup Alternative Investments, and above-mentioned to that he was amenable for Citigroup’s All-around High Yield franchise. Above-mentioned to aing Citigroup in 1994, Mr. Zelter was a High Yield Trader at Goldman, Sachs & Co. Mr. Zelter has cogent acquaintance in all-around acclaim markets and has overseen the ample amplification of Apollo’s acclaim platform. He is a lath affiliate of DUMAC, the advance administration aggregation that oversees both Duke University’s accolade and the Duke Endowment. Mr. Zelter has a B.A. in Economics from Duke University.
As chief Apollo professionals, Messrs. Kleinman and Zelter advance their own basic (or basic of acreage planning cartage that they control) anon in funds managed by Apollo and Apollo-affiliated entities as declared in AGM’s Annual Address on Anatomy 10-K for the budgetary year concluded December 31, 2016.
Messrs. Kleinman and Zelter (or assertive transferees) additionally alongside authority Apollo Operating Group Units that they may barter for Class A shares of AGM pursuant to an barter acceding and accept assertive payments in affiliation therewith pursuant to a tax receivable agreement, as declared in AGM’s Annual Address on Anatomy 10-K for the budgetary year concluded December 31, 2016.
Effective on January 1, 2018, in affiliation with their corresponding new appointments, the Controlling Lath has accustomed new advantage arrange for Messrs. Kleinman and Zelter and, on November 12, 2017, Apollo entered into letter agreements with anniversary of Messrs. Kleinman and Zelter accouterment for these arrange in affiliation their arrangement as Co-Presidents. These new advantage arrange for the Co-Presidents were brash to added adjust their interests with AGM’s investors. The actual acceding of the new advantage arrange are abbreviated below.
Under his letter agreement, Mr. Kleinman will accept a one-timegrant of 800,000 belted allotment units (“RSUs”) accoutrement Class A shares of AGM, such admission to be fabricated in the aboriginal division of 2018 beneath AGM’s album disinterestedness allurement plan. The RSUs will belong on the aboriginal bristles anniversaries of January 1, 2018, accountable to Mr. Kleinman’s connected application on anniversary such date and the acceding of the associated RSU accolade agreement. The RSUs will accumulate administration equivalents from the date of grant, irrespective of vesting.
Mr. Zelter’s letter agreement, which apology his absolute application agreement, provides for a abject bacon of $100,000. Beneath the letter agreement, Mr. Zelter will accept a ancient admission of 2,500,000 RSUs beneath AGM’s album disinterestedness allurement plan, which RSUs will be accepted ancillary with and accountable to the aforementioned vesting and added acceding as Mr. Kleinman’s RSU grant, including the accretion of administration equivalents from the date of grant, irrespective of vesting.
Mr. Zelter’s letter acceding additionally provides for his participation, anon or indirectly, in allurement assets distributions fabricated by funds managed, sponsored or brash by Apollo’s acclaim business, with the aforementioned vesting acceding as administer to added accommodating acclaim advance professionals generally. These amounts are payable partly in banknote and partly in RSUs or Class A shares of AGM. Mr. Zelter’s accord in this allurement assets supersedes and replaces the profits interests and added agnate interests and rights in account of funds managed, sponsored or brash by Apollo’s acclaim business that were ahead accepted to him.
Apollo additionally is entering into a accepted apology acceding with Mr. Kleinman in the aforementioned anatomy that applies to AGM’s added controlling admiral and to its Board. Mr. Zelter already is affair to such an apology acceding with Apollo.
Item 7.01 Regulation FD Disclosure.
A archetype of the columnist absolution apropos the affairs declared aloft has been furnished as Exhibit 99.1 to this Current Address on Anatomy 8-K.
Item 9.01 Financial Statements and Exhibits.
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