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Section 1: 8-K (8-K)

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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

Date of Report (Date of earliest event reported)
November 28, 2017

LEGG MASON, INC.
(Exact name of registrant as specified in its charter)
Maryland
 
1-8529
 
52-1200960
(State or Other Jurisdiction
of Incorporation)
 
(Commission File
No.)
 
(IRS Employer
 Identification No.)
100 International Drive, Baltimore, Maryland
 
21202
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code:
410 539-0000
Not Applicable
(Former name or former address if changed since last report)
 
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 o
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. o









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

Effective November 28, 2017, the Board of Directors (the “Board”) of Legg Mason, Inc. (the “Company”) elected Michelle Goldberg and Alison Quirk to serve as directors of the Company, increasing the size of the Board from eight to 10. Each of Ms. Goldberg’s and Ms. Quirk’s term will expire at the 2018 Annual Meeting of Stockholders. Each of Ms. Goldberg and Ms. Quirk will be compensated as a non-employee director in accordance with the Company's non-employee director compensation policies and the Non-Employee Director Equity Plan as described in the Company's 2017 Proxy Statement.

         

Item 8.01.
Other Events.
 
 

On November 28, 2017, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.







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.




 
 
LEGG MASON, INC.
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
Date:  November 28, 2017
By:
/s/ Thomas C. Merchant
 
 
 
Thomas C. Merchant
 
 
 
Executive Vice President and General Counsel

 








LEGG MASON, INC.
EXHIBIT INDEX
 
 
 
 
Exhibit No.
 
Subject Matter
 
 
 
 
99.1
 



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
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For Immediate Release

Contact:        Mary Athridge
212-805-6035
mkathridge@leggmason.com




LEGG MASON APPOINTS MICHELLE GOLDBERG AND ALISON QUIRK
TO ITS BOARD OF DIRECTORS

BALTIMORE, November 28, 2017 – Legg Mason, Inc. [NYSE: LM] today announced that Michelle Goldberg, a venture capital investor, and Alison Quirk, a financial services industry senior executive, have been appointed to its Board of Directors, effective immediately.

“We are pleased to expand the experience of our Board as we execute on our strategy of expanding client choice. Different perspectives and backgrounds on the Board will be critical as we build the culture of innovation that will help drive Legg Mason’s future success. Michelle’s experience with investing in technology companies will be invaluable to our efforts to harness technology to better serve our clients. Alison’s deep background in managing human capital at one of the world’s largest financial services firms will serve us well as we invest in our people and create the workforce of the future. We welcome them to the Board,” said Joseph A. Sullivan, Chairman and CEO of Legg Mason.

Background of Michelle Goldberg

Ms. Goldberg is a Partner at Ignition Partners, an early stage, technology venture capital firm and a Venture Partner at SoGal Ventures investing in the next generation’s lifestyle and health.  As a venture capital investor and advisor to firms, Ms. Goldberg specializes in eCommerce and digital media, internet analytics, mobile and enterprise software.  Ms. Goldberg’s corporate board experience includes serving on the board of Plum Creek Timber until its merger with Weyerhaeuser, as well as serving on multiple portfolio company boards over the past two decades. Before joining Ignition, Ms. Goldberg was a consultant in financial institutions and technology and an investment banker in middle market mergers and acquisitions.  Ms. Goldberg is a Crown Fellow of the Aspen Institute and is an advocate and fundraiser for women in tech through Ada Developers Academy.  Ms. Goldberg, who is conversant in Mandarin, has a B.A. in Asian Studies from Columbia College where she is now a member of the Board of Visitors and an M.A. in East Asian Studies from Harvard University.

Background of Alison Quirk     
Alison Quirk was a member of the Management Committee and executive vice president of Global Human Resources at State Street Corporation from 2010 until her retirement in 2017. Ms. Quirk’s board experience includes serving on the board of Boston Financial Data Services, a joint venture between State Street Corporation and DST Systems. Ms. Quirk joined State Street Corporation in September 2002 as senior vice president, Deutsche Global Services Integration Team, and subsequently held various senior human resources roles. Prior to joining State Street, Ms. Quirk served as senior vice president, Human Resources for Liberty Financial Companies and Liberty Funds Group and as director, Business Planning in the Wealth Management division at FleetBoston Financial after it acquired Liberty Funds Group. Ms. Quirk began her career at Boston Financial Data Services, where she held several positions in human resources culminating in a role responsible for human resources, corporate marketing, and communications. Ms. Quirk has a B.A. from the University of New Hampshire.

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About Legg Mason
Legg Mason is a global asset management firm with $755 billion in assets under management as of October 31, 2017. The Company provides active asset management in many major investment centers throughout the world. Legg Mason is headquartered in Baltimore, Maryland, and its common stock is listed on the New York Stock Exchange (symbol: LM).



Brandywine Global | Clarion Partners | ClearBridge Investments | EnTrustPermal | Martin Currie | QS Investors | RARE Infrastructure | Royce & Associates | Western Asset
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