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 14, 2006
Date of Report (Date of earliest event reported)
NYSE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-32829 20-2786071
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11 WALL STREET
NEW YORK, NEW YORK 10005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 656-3000
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:
[ ] 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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
As previously disclosed, the board of directors of NYSE Group, Inc. ("NYSE
Group") had proposed to John A. Thain, Chief Executive Officer of NYSE Group, an
amendment to the letter agreement governing the terms of his employment that
would reduce his annual base salary to $750,000, create a performance based
incentive compensation with cash and equity targets totaling $5.25 million, for
a total compensation target of $6 million, and cause him to participate in the
benefit plans currently available to senior executives. On December 14, 2006,
Mr. Thain entered into a new Letter Agreement, effective as of April 17, 2006,
with NYSE Group, amending his previous Letter Agreements with New York Stock
Exchange, Inc. dated January 1, 2004 and December 4, 2004, respectively, and
effecting the terms of the board's proposal. A copy of this Letter Agreement is
attached hereto as Exhibit 10.1 and incorporated herein by reference. Also as
previously disclosed, in anticipation of the execution of the new letter
agreement, Mr. Thain's annual base salary was reduced to $750,000 as of April
17, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
10.1 Letter Agreement, dated as of April 17, 2006, by and between NYSE
Group, Inc. and John A. Thain.
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.
NYSE GROUP, INC.
Dated: December 15, 2006 By: /s/ Rachel F. Robbins
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Name: Rachel F. Robbins
Title: Executive Vice President
General Counsel