secwatch / observer
8-K filed October 7, 2024, 7:59 PM ET CIK 0000059440
M&A confidence high sentiment neutral materiality 1.00

VECTOR GROUP LTD: M&A transaction — Vector Group acquired by JTI for $15.00/share cash; merger completed, delisting from NYSE

VECTOR GROUP LTD

item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Richard J. Lampen

Executive Vice President and Chief Operating Officer
VECTOR GROUP LTD
Effective
2024-10-07
Filed
October 7, 2024, 7:59 PM ET
The Company has determined that it will terminate the employment of Messrs. Lorber, Lampen, Kirkland and Bell, with such terminations becoming effective on the Closing Date but following the Closing.
Departed

Howard Lorber

Chief Executive Officer
VECTOR GROUP LTD
Effective
2024-10-07
Filed
October 7, 2024, 7:59 PM ET
The Company has determined that it will terminate the employment of Messrs. Lorber, Lampen, Kirkland and Bell, with such terminations becoming effective on the Closing Date but following the Closing.
Departed

J. Bryant Kirkland III

Senior Vice President, Chief Financial Officer and Treasurer
VECTOR GROUP LTD
Effective
2024-10-07
Filed
October 7, 2024, 7:59 PM ET
The Company has determined that it will terminate the employment of Messrs. Lorber, Lampen, Kirkland and Bell, with such terminations becoming effective on the Closing Date but following the Closing.
Departed

Marc N. Bell

Senior Vice President, General Counsel and Secretary
VECTOR GROUP LTD
Effective
2024-10-07
Filed
October 7, 2024, 7:59 PM ET
The Company has determined that it will terminate the employment of Messrs. Lorber, Lampen, Kirkland and Bell, with such terminations becoming effective on the Closing Date but following the Closing.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Richard J. Lampen was terminated as Executive Vice President and Chief Operating Officer at VECTOR GROUP LTD.

Action
terminated
Role
Executive Vice President and Chief Operating Officer
Exact text from the filing
The Company has determined that it will terminate the employment of Messrs. Lorber, Lampen, Kirkland and Bell, with such terminations becoming effective on the Closing Date but following the Closing.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.7

Howard Lorber was terminated as Chief Executive Officer at VECTOR GROUP LTD.

Action
terminated
Role
Chief Executive Officer
Exact text from the filing
The Company has determined that it will terminate the employment of Messrs. Lorber, Lampen, Kirkland and Bell, with such terminations becoming effective on the Closing Date but following the Closing.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

J. Bryant Kirkland III was terminated as Senior Vice President, Chief Financial Officer and Treasurer at VECTOR GROUP LTD.

Action
terminated
Role
Senior Vice President, Chief Financial Officer and Treasurer
Exact text from the filing
The Company has determined that it will terminate the employment of Messrs. Lorber, Lampen, Kirkland and Bell, with such terminations becoming effective on the Closing Date but following the Closing.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Marc N. Bell was terminated as Senior Vice President, General Counsel and Secretary at VECTOR GROUP LTD.

Action
terminated
Role
Senior Vice President, General Counsel and Secretary
Exact text from the filing
The Company has determined that it will terminate the employment of Messrs. Lorber, Lampen, Kirkland and Bell, with such terminations becoming effective on the Closing Date but following the Closing.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

VECTOR GROUP LTD: The company's bylaws were amended and restated in their entirety at the Effective Time.

Change
bylaw amendment
Exact text from the filing
at the Effective Time, the Company’s by-laws (“By-Laws”) were amended and restated in their entirety.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

VECTOR GROUP LTD: The certificate of incorporation was amended and restated in its entirety at the Effective Time.

Change
charter amendment
Exact text from the filing
at the Effective Time, the certificate of incorporation of the Company (the “Certificate of Incorporation”) was amended and restated in its entirety.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

VECTOR GROUP LTD underwent a change of control involving JTI (US) Holding Inc. for $15.00 in cash per Company Share (closed 2024-10-07).

Action
change of control
Counterparty
JTI (US) Holding Inc.
Consideration
$15.00 in cash per Company Share
Closing
2024-10-07
Exact text from the filing
Merger Agreement”), with JTI (US) Holding Inc., a Delaware corporation (“Parent”), and Vapor Merger Sub Inc.,
View on SEC.gov

59 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR
accession 0001104659-24-106511
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