UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

Investment Technology Group, Inc.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

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(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

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(4)

Date Filed:

 

 

 

 

 

 

 

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 


 

On March 25, 2009, Investment Technology Group, Inc. (“ITG”) filed definitive proxy materials relating to its Annual Meeting of Stockholders (the “Annual Meeting”) to be held May 12, 2009 (the “Proxy Statement”).  Among the items to be presented to the stockholders for their approval is an increase in the number of shares reserved and available for issuance under the Investment Technology Group, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”).  Subsequent to filing the Proxy Statement, ITG determined to decrease the number of requested shares from 1,625,000 to 1,300,000 shares.  Accordingly, Section 5(a) of the Plan (a copy of which was attached to the Proxy Statement) is amended to read as follows, subject to approval of stockholders at the Annual Meeting:

 

“(a)        Shares Authorized.    The total aggregate number of shares of Company Stock that may be issued under the Plan is the sum of the following (i) 1,300,000 new shares of Company Stock plus (ii) that number of shares of Company Stock subject to outstanding grants under the Plan as of May 12, 2009 plus (iii) that number of shares remaining available for issuance under the Plan but not subject to previously exercised, vested or paid grants as of May 12, 2009; provided that of the total number of shares of Company Stock described in (i), 50,000 shares shall be used solely to grant Options.”

 

Therefore, the requested number of shares reserved and available for issuance under the Plan that the stockholders of ITG will be asked to approve at the Annual Meeting has been decreased from 1,625,000 shares to 1,300,000 shares.  All references in the Proxy Statement to the proposed increase of 1,625,000 shares shall now be references to the amended proposed increase of 1,300,000 shares.  If the proposal is approved at the Annual Meeting, the total number of shares authorized under the Plan shall be 6,486,208 shares.

 

In addition, ITG wishes to clarify the disclosure set forth on p. 52 of the Proxy Statement that, as of March 16, 2009, ITG had 2,174,960 restricted share and stock unit awards outstanding.  Of that 2,174,960 outstanding restricted shares and stock units, 687,228 are vested and nonforfeitable and 1,487,732 are unvested, each as of March 16, 2009.