vrts-20210224

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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)

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	The NASDAQ Stock Market LLC

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 February 24, 2021, the Board of Directors (the “Board”) of Virtus Investment Partners, Inc. (the “Company”) elected W. Howard Morris to serve, effective as of March 1, 2021, as a Class II director of the Company and as a member of the Audit Committee. Mr. Morris’ term will expire at the Company’s 2022 annual meeting of stockholders. In addition, Mr. Morris was appointed to serve as a member of the Audit Committee of the Board. The Board has determined that Mr. Morris is an “independent director” and that he satisfies the independence requirements for audit committee members under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and in accordance with the rules of The Nasdaq Stock Market. In addition, the Board has determined that Mr. Morris qualifies as an “audit committee financial expert,” as defined in Item 401(h) of Regulation S-K.

Mr. Morris has been President and Chief Investment Officer of The Prairie & Tireman Group, an investment partnership, since 1998. He is a member of the Board of Directors of Owens Corning Corp. and is currently serving a second four-year term on the Michigan State Tax Commission.

In consideration of his services as a member of the Company's Board and any committees thereof, Mr. Morris will be compensated for his service on the Board in accordance with the Company’s compensation program for non-employee directors as in effect from time to time and will receive a pro rata portion of the Company’s annual cash retainer and equity compensation award as compensation for the remainder of the 2021 Board service year.

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

Mr. Morris will also enter into the Company’s standard indemnity agreement for directors, the form of which was previously filed by the Company as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 4, 2009.

On March 1, 2021, the Company issued a press release announcing Mr. Morris’ election. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

99.1 Press release of Virtus Investment Partners, Inc. dated March 1, 2021.

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

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:

March 1, 2021

By:

/s/ Wendy J. Hills

Name:

Wendy J. Hills

Title:

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

NEWS RELEASE Virtus Investment Partners Announces Appointment of Board Member 3/1/2021 HARTFORD, Conn., March 1, 2021 /PRNewswire/ -- Virtus Investment Partners (NASDAQ: VRTS), which operates a multi-boutique asset management business, today announced that W. Howard Morris, CFA, has been appointed to the company's Board of Directors and to its Audit Committee. Morris, 62, is the president and chief investment o�cer of The Prairie & Tireman Group, an investment partnership in Detroit that provides investment management and personal �nancial planning and analysis to high-net-worth individuals. "Howard brings signi�cant investment experience as a portfolio manager at his �rm for more than two decades as well as from his years of public service to school districts and the State of Michigan Tax Commission," said Timothy A. Holt, chairman of the board. "His wealth of board experience, expertise in investment management, and tenure as a �nancial executive will be of signi�cant bene�t to our company." Prior to founding Prairie & Tireman in 1998, Morris was president and chief investment o�cer at WILMOCO Capital Management in Detroit, where he managed portfolios for institutions. He served for three years as chief executive o�cer and emergency �nancial manager for the Inkster Public School District, where he had authority over all of the district's �nancial and operational matters. He was appointed to that position by the governor of Michigan after serving as the chief �nancial o�cer of the Detroit Public School District. Since 2007, he has been a member of the Board of Directors of Owens Corning Corporation, a Fortune 500 company, serving on its audit and governance and nominating committees. He is currently serving a second four- year term on the Michigan State Tax Commission. Morris earned a Bachelor of Business Administration from Northwood University in Midland, Michigan and an M.B.A. from the Wharton School of the University of Pennsylvania. He is a licensed Certi�ed Public Accountant (CPA) and holds the Chartered Financial Analyst (CFA) designation from the CFA Institute and the Personal Financial Specialist (PFS) designation from the American Institute of CPAs. About Virtus Investment Partners, Inc. Virtus Investment Partners (NASDAQ: VRTS) is a distinctive partnership of boutique investment managers singularly committed to the long-term success of individual and institutional investors. The company provides 1

investment management products and services through its a�liated managers and select subadvisers, each with a distinct investment style, autonomous investment process, and individual brand. Virtus Investment Partners o�ers access to a variety of investment styles across multiple disciplines to meet a wide array of investor needs. Its a�liated managers include Ceredex Value Advisors, Du� & Phelps Investment Management, Kayne Anderson Rudnick Investment Management, New�eet Asset Management, NFJ Investment Group, Seix Investment Advisors, Silvant Capital Management, and Sustainable Growth Advisers. Additional information 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 identi�ed 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 �lings with the Securities and Exchange Commission, which are available in the Investor Relations section of our website, www.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 di�er materially. You are urged to carefully consider all such factors. View original content to download multimedia:http://www.prnewswire.com/news-releases/virtus-investment- partners-announces-appointment-of-board-member-301237567.html SOURCE Virtus Investment Partners, Inc. 2

Cover Page Document	Feb. 24, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 24, 2021
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
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000883237
Amendment Flag	false

Cover Page Document