Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
WHI > SEC Filings for WHI > Form 8-K on 23-Dec-2008All Recent SEC Filings

Show all filings for W HOLDING CO INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for W HOLDING CO INC


23-Dec-2008

Other Events


Item 8.01 Other Events.
W Holding Company, Inc. (the "Company") lists its common stock on the New York Stock Exchange (the "NYSE"). Section 303A of the NYSE Listed Company Manual ("Section 303A") requires that listed companies annually include certain corporate governance disclosures in the proxy statement to stockholders or annual report on Form 10-K filed with the Securities and Exchange Commission (the "SEC"). As detailed in Current Reports filed on Form 8-K filed with the SEC on February 6, 2008 and August 28, 2008, the Company is currently undertaking a restatement of its financial statements. Because the Company has not completed the previously announced restatement, the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (the "Annual Report"), has postponed the holding of its annual meeting of stockholders and has not filed its proxy statement with the SEC. Accordingly, the Company could not make the disclosures required to be made in those filings under
Section 303A. The NYSE has advised the Company that the disclosures set forth in this Current Report on Form 8-K will satisfy the requirements of Section 303A.
Section 303A requires NYSE-listed companies to make the following disclosures:
• disclose the evaluation by the board of directors of the company of each director's relationship with the company, any categorical standards of independence adopted by the board, and the board's determination as to the independence of each director;

• identify the non-management director who presides at all regularly scheduled executive sessions of the non-management members of the board;

• disclose a method by which interested parties may communicate directly with the presiding director or the non-management directors as a group;

• disclose the availability of the company's corporate governance guidelines, code of business conduct and ethics and charters for the board's audit, compensation and nominating/corporate governance committees on its website and in print upon stockholder request; and

• disclose that (i) such company has filed the certifications required by
Section 302 of the Sarbanes-Oxley Act with the company's most recently filed annual report on Form 10-K, and (ii) such company's chief executive officer has certified to the NYSE that he or she is not aware of any violation of the NYSE corporate governance listing standards by the company as of the date of that certification, with qualifications as necessary.

Director Independence
The Board of Directors of the Company (the "Board") has determined that Messrs. Cornelius Tamboer, Cesar A. Ruiz, Hector L. Del Río, Juan C. Frontera and Enrique Gonzalez are "independent" for purposes of Section 303A. The Board's determinations of director independence were made in accordance with the qualification standards for independent directors included in the Company's Corporate Governance Guidelines, which are generally consistent with the NYSE listing standards. The Corporate Governance Guidelines may be found in the Investor Relations section of the Company's website at www.wholding.com and are available in print to any stockholder upon written request to Mr. Frontera, Secretary of the Board of Directors, at W Holding Company, Inc., P.O. Box 1180, Mayagüez, Puerto Rico 00681. The Board based these determinations primarily on a review of the responses the directors provided to questions regarding employment and compensation history, affiliations and family and other relationships and based on discussions with the directors.


Presiding Director for Executive Sessions The Board of Directors of the Company has named Mr. Frontera the Presiding Director of the non-management directors meetings. Communication with Non-Management Directors The Board has also named Mr. Frontera as the contact for those interested parties that may want to communicate directly with a non-management director. Any interested parties may contact Mr. Frontera by written notification to W Holding Company, Inc., P.O. Box 1180, Mayagüez, Puerto Rico 00681. Corporate Governance Guidelines
The Company's Corporate Governance Guidelines may be found in the Investor Relations section of the Company's website at www.wholding.com and are available in print to any stockholder upon written request to Mr. Frontera, Secretary of the Board of Directors, at W Holding Company, Inc., P.O. Box 1180, Mayagüez, Puerto Rico 00681.
Code of Ethics
The Board has adopted a Code of Business Conduct and Ethics for directors, officers, and employees which may be found in the Investor Relations section of the Company's website at www.wholding.com and is available in print to any stockholder upon written request to Mr. Frontera at W Holding Company, Inc., P.O. Box 1180, Mayagüez, Puerto Rico 00681. Committee Charters
The Board has adopted a Nominating and Corporate Governance Committee Charter which may be found in the Investor Relations section of the Company's website at www.wholding.com and is available in print to any stockholder upon written request to Mr. Frontera at W Holding Company, Inc., P.O. Box 1180, Mayagüez, Puerto Rico 00681.
The Board has adopted a Compensation Committee Charter which may be found in the Investor Relations section of the Company's website at www.wholding.com and is available in print to any stockholder upon written request to Mr. Frontera at W Holding Company, Inc., P.O. Box 1180, Mayagüez, Puerto Rico 00681. The Audit Committee's responsibilities are described in a written charter that was adopted by the Board. A copy of the Audit Committee Charter is available in the Investor Relations section of the Company's website at www.wholding.com and is available in print to any stockholder upon written request to Mr. Frontera at W Holding Company, Inc., P.O. Box 1180, Mayagüez, Puerto Rico 00681. Certifications
The certification by the Company's Chief Executive Officer required under
Section 303A.12(a) of the NYSE Listed Company Manual was submitted to the NYSE.


  Add WHI to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for WHI - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.