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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2006 (March 24, 2006)

 

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KNIGHT CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

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DELAWARE		001-14223		22-3689303
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.

545 Washington Boulevard, Jersey City, NJ 07310

(Address of principal executive offices) (Zip Code)

(201) 222-9400

(Registrant’s telephone number, including area code)

 

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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))

 

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Knight Capital Group, Inc.

Current Report on Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

Establishment of Performance Criteria

The Company’s Executive Incentive Plan (the “EIP”) provides key employees with the opportunity to receive bonuses for 2006 upon the achievement of specified performance goals. On March 24, 2006, the 162(m) Sub-Committee of the Compensation Committee of the Board of Directors of the Company (“Committee”) determined that the performance goals to be used under the EIP for the named executive officers as well as certain other executive officers would be based upon the Company’s pre-tax income before any non-operating charges or extraordinary items.

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SIGNATURE

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.

Dated: March 28, 2006