8-K

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): July 7, 2022

 United Fire Group Inc.

(Exact name of registrant as specified in its charter)

Iowa	001-34257	45-2302834
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

118 Second Avenue SE
Cedar Rapids	Iowa	52401
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (319) 399-5700

_______________________N/A________________________

(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))

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	UFCS	The NASDAQ Global Select Market

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 ☐

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. ☐

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

Appointment of Kevin Leidwinger as President and Chief Executive Officer

On July 7, 2022, the Company announced the appointment of Kevin Leidwinger, age 57, as President and Chief Executive Officer. Mr. Leidwinger joins UFG as President and CEO after more than 30 years in the insurance industry. Previously serving as President and Chief Operating Officer of CNA Commercial, Mr. Leidwinger served in a variety of management positions in casualty, liability and underwriting. A graduate of Dickinson College in Carlisle, Pennsylvania, he currently lives in Chicago, Illinois with his family. He will move to Cedar Rapids in the coming months, and will begin his duties as President and CEO on Monday, August 22, 2022 (the "Effective Date").

Mr. Leidwinger's initial base salary will be $750,000 per year, subject to regular annual review, payable in accordance with the standard payroll practices of the Company, and subject to all withholdings and deductions, as required by law.

For 2022, Mr. Leidwinger will be eligible for a potential cash bonus at target of 125% of base salary, pro-rated for his partial year of employment, with a maximum cash bonus up to 150% of target, pro-rated for his partial year of employment, upon attainment of the maximum level in all performance metric categories established by the Board of Directors and set forth in the Company’s existing 2022 annual incentive plan for its most senior management team members. For 2023, Mr. Leidwinger will be eligible for a cash bonus at target of 125% of base salary, with an opportunity to achieve up to 200% of the target cash bonus opportunity upon attainment of the maximum level in all performance metric categories established by the Board of Directors. The actual amount of Executive’s cash bonus will be determined based on the terms of the Company’s annual incentive plan for its senior executives and attainment of applicable performance measures established by the Board of Directors. For 2022, the Company guarantees that the cash bonus will be no less than target ($336,563, based upon a start date of August 22, 2022), regardless of attainment of applicable performance measures.

Additionally, the Company will grant an initial stock award to Mr. Leidwinger of 17,500 RSUs on August 22, 2022, vesting as follows: (i) 5,834 shares to immediately vest on the Effective Date; (ii) 5,833 shares to vest on December 31, 2023; and (iii) 5,833 shares to vest on December 31, 2024. Mr. Leidwinger will also be permitted to use the Company's aircraft for personal travel, subject to the Company's aircraft use policy.

Mr. Leidwinger has also entered into the Company's standard form of Change in Control Severance Agreement for its named executive officers. The agreement, among other things, provides for: 1) an 18-month non-competition agreement and 2) in the event of both a change in control and termination of employment by the Company without cause: a) a severance benefit

payable to the named executive officer in an amount equal to 1.5 times his highest annual base salary plus target annual incentive compensation, b) the continuation of certain insurance benefits for a period of 18 months, c) the full vesting of each long-term incentive award held by the named executive officer, with any performance measures deemed satisfied at the target level, and d) certain outplacement benefits.

Item 7.01 Regulation FD Disclosure.

On July 7, 2022, the Company issued a press release announcing the appointment of Kevin Leidwinger as President and Chief Executive Officer effective August 22, 2022. A copy of the press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit 99.1	Press release of United Fire Group, Inc. dated July 7, 2022.
Exhibit 99.2	Executive employment offer letter to Kevin J. Leidwinger, Chief Executive Officer
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document.)

1

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.

		United Fire Group, Inc.
		(Registrant)
Dated:	July 7, 2022	/s/ Randy A. Ramlo
		Randy A. Ramlo, Chief Executive Officer

2

EX-99.1

Exhibit 99.1

UFG names industry leader Kevin Leidwinger as its new President and CEO

Insurance executive to join Cedar Rapids-based company in August 2022

CEDAR RAPIDS, IOWA – July 7, 2022 – United Fire Group, Inc. (Nasdaq: UFCS) ("UFG" or the "Company"), announced Kevin Leidwinger as its new President and Chief Executive Officer. An insurance executive with more than 30 years in the industry, Mr. Leidwinger will join the Company on Monday, August 22, 2022. He will succeed current President and CEO Randy Ramlo, who shared his retirement plans in February.

"It is an incredible honor to lead UFG," Mr. Leidwinger said. "This is a Company with a great history, and UFG is in a prime position to further advance the success its people have built over the last 75 years. We will continue to prioritize long-term profitability, strong agency relationships, diversified growth and continuous innovation as we start a new chapter together."

Prior to being named CEO of UFG, Mr. Leidwinger served as President and Chief Operating Officer of CNA Commercial, which is located in Chicago. He also spent many years with Chubb Commercial Insurance, where he served in casualty, liability and underwriting management roles.

"Kevin is an insurance veteran that is the best fit to lead UFG," said Jim Noyce, Chairman of the UFG Board of Directors. "He is joining us with many years of experience leading large, diverse teams, embracing new technologies, and setting strategic paths in our complex industry, all of which have given him an impressive track record and position him well for the future at UFG."

The search for a new CEO began earlier this year when Mr. Ramlo announced his retirement.

"The board appreciates Randy for his 15 years as CEO of our company. Randy’s loyalty to UFG and connection with employees has been exceptional," said UFG board member George Milligan, who chaired the CEO search committee. A long-term employee who has served as CEO since 2007, Mr. Ramlo’s last day will be Friday, August 19, 2022.

"Kevin will lead UFG forward with a commitment to maintaining our culture while ensuring we are set for the future. The board looks forward to how he’ll complement the strengths of our Company, while identifying new ways for us to continue growing," Noyce added.

About Kevin Leidwinger

Mr. Leidwinger joins UFG as President and CEO after more than 30 years in the insurance industry. Previously serving as President and Chief Operating Officer of CNA Commercial, Mr. Leidwinger served in a variety of management positions in casualty, liability and underwriting. A graduate of Dickinson College in Carlisle, Penn., he currently lives in Chicago with his family. He will move to Cedar Rapids in the coming months, and will begin his duties as CEO on Monday, August 22, 2022.

About Randy Ramlo

Mr. Ramlo joined UFG in 1984 as an underwriter. Since then, he has held a variety of leadership roles, including Vice President – Fidelity and Surety, and Chief Operating Officer. Mr. Ramlo has been instrumental in building ‘One UFG,’ the Company’s strategic plan that prioritizes collaboration to help the organization grow and evolve in an ever-changing industry.

About UFG

Founded in 1946 as United Fire & Casualty Company, UFG, through its insurance company subsidiaries, is engaged in the business of writing property and casualty insurance. Through our subsidiaries, we are licensed as a property and casualty insurer in 50 states, plus the District of Columbia, and we are represented by approximately 1,000 independent agencies. A.M. Best Company assigns a rating of "A" (Excellent) for members of the United Fire & Casualty Group.

For more information about UFG, visit www.ufginsurance.com or contact:

Randy Patten, AVP, Controller and Director of Investor Relations, 319-286-2537 or IR@unitedfiregroup.com.

EX-99.2

4884-1345-2837, v. 1 July 6, 2022 Kevin J. Leidwinger Re: Executive Employment Offer Letter Dear Mr. Leidwinger, I am pleased to offer you (“Executive”) the position of Chief Executive Officer of United Fire Group, Inc. (the “Company”). The proposed terms of your employment are as follows: 1. Duties: Executive will be employed by the Company as its Chief Executive Officer. The employment of Executive will commence August 22, 2022. Executive’s employment shall be for an indefinite term, but the employment of Executive will be “at will.” Executive will report directly to the Board of Directors. Executive will devote Executive’s full business time, attention, and best efforts to the performance of Executive’s duties and to the furtherance of the Company's interests, subject to standard exceptions for charitable and community activities, managing personal investment assets, and service on boards of other companies (public or private) not in competition with the Company (subject to applicable “overboarding” policies adopted by the Board of Directors of the Company), provided that none of these activities interferes with the performance of Executive’s duties hereunder, or creates a conflict of interest. 2. Location: Executive’s principal place of employment shall be at Company’s headquarters in Cedar Rapids, Iowa, subject to business travel as needed to properly fulfill Executive’s employment duties and responsibilities. 3. Base Earnings: Initial base salary of $750,000.00 per year, subject to regular annual review, payable in accordance with the standard payroll practices of the Company, and subject to all withholdings and deductions, as required by law. 4. Annual Bonus: For 2022, Executive’s cash bonus at target will be 125% of base salary, pro-rated for Executive’s partial year of employment, with a maximum cash bonus of 150% of target, pro-rated for Executive’s partial year of employment, upon attainment of the maximum level in all performance metric categories established by the Board of Directors and set forth in the Company’s existing 2022 annual incentive plan for its most senior management team members. For 2023, Executive’s cash bonus at target will be 125% of base salary, with an opportunity to achieve up to 200% of the target cash bonus opportunity upon attainment of the maximum level in all performance metric categories established by the Board of Directors. The actual amount of Executive’s cash bonus will be determined based on the terms of the Company’s annual incentive plan for its senior executives and attainment of applicable performance measures established by the Board of Directors. For 2022, the Company will guaranty that the cash bonus will be no less than target ($336,563, assuming a start date of August 22), regardless of attainment of applicable performance measures. DocuSign Envelope ID: 110AC4D5-5A68-4E9F-B187-B3A9170EFF80 Exhibit 99.2

DocuSign Envelope ID: 110AC4D5-5A68-4E9F-B187-B3A9170EFF80 4884-1345-2837, v. 1 5. Equity Grants: Executive’s incentive equity award will be made pursuant to the terms as the Company’s long term incentive plan (“LTIP”) for its senior executives. For 2022, Executive’s LTIP opportunity at target will be 150% of base salary, pro-rated for Executive’s partial year of employment, and will otherwise be subject to the Company’s existing 2022 long term incentive plan for its most senior management team members. For 2023, Executive’s LTIP opportunity at target will be 200% of base salary. LTIP awards are currently allocated as follows: (i) stock options vesting based on continued service - 25%; (ii) restricted stock units (“RSUs”) vesting based on continued service – 25%; and (iii) performance stock units (“PSUs”) earned based on achievement of performance measures – 50%, with the opportunity to earn up to 150% of the target PSU amount upon attainment of the maximum level in all performance metric categories established by the Board of Directors. (For 2023, the Board of Directors will consider increasing the maximum PSU payout opportunity to 200% of target, based on the establishment of acceptable maximum performance metrics). For 2022, Executive will be guaranteed a minimum PSU payout at target ($201,937, assuming a start date of August 22), regardless of attainment of applicable performance measures. 6. Initial Stock Award: Upon commencement of employment, Executive will receive an initial incentive equity award of 17,500 RSUs, vesting as follows: (i) 5,834 shares upon commencement of employment; (ii) 5,833 shares on December 31, 2023; and (iii) 5,833 shares on December 31, 2024. 7. Change in Control Severance Agreement: The Company will enter into a Change in Control Severance Agreement (the “CIC Agreement”) with Executive in the same form in which it has entered into such agreements with select other senior executives. The form of CIC Agreement provides for a payment of 1.5X base compensation and cash bonus on a “double trigger” basis. 8. Paid Time Off (PTO): Executive will initially accrue paid time off at 10.34 hours semi-monthly. This is equivalent to 31 days of PTO after a full year of service. This PTO accrual is at the maximum rate of accrual at the Company. Executive will receive an initial award of PTO, upon commencement of employment, of 40 hours. 9. Use of Company Aircraft: Executive will be eligible to use the Company’s aircraft for personal travel. Executive’s use of Company aircraft, including the income tax treatment for such use, will be subject to the Company’s aircraft use policy. 10. Other Benefits and Perquisites: Executive will be eligible to participate in the employee benefit plans and programs generally available to the Company's executives, including group medical, dental, vision and life insurance, disability benefits, 401(k), cash balance pension, relocation benefits, and non-qualified deferred compensation plan, subject to the terms and conditions of such plans and programs. Executive will also be entitled to the fringe benefits and perquisites that are made available to other senior executives of the Company, including but not limited to a membership to a Cedar Rapids-area country club. The Company reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason. 11. Stock Ownership Requirements: As Chief Executive Officer of the Company, Executive will be required to comply with the Company's Stock Ownership Requirements applicable to executive officers, which require the Executive to own a number of shares of common stock equal to four (4) times base salary, divided by the closing price of the Company’s common stock on the first day of employment (subject to increase or decrease by the Board), within five years of commencement of employment. 12. Non-Compete, Non-Solicitation, Non-Disclosure, and Assignment of Work Product: The Executive will execute the Company’s normal and customary agreement for senior executives relating to (i) competition with the Company and solicitation of the Company’s agents, customers, and employees, during the term of employment and for a period of one year thereafter, (ii) disclosure of confidential information, and (iii) assignment of work product.

DocuSign Envelope ID: 110AC4D5-5A68-4E9F-B187-B3A9170EFF80 4884-1345-2837, v. 1 13. Withholding: All forms of compensation paid to Executive as an employee of the Company shall be less all applicable withholdings. 14. At-Will Employment: Executive’s employment with the Company will be for no specific period. Rather, Executive’s employment will be at-will, meaning that Executive or the Company may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although Executive’s compensation and benefits may change from time to time, the at-will nature of Executive’s employment may only be changed by an express written agreement signed by an authorized officer of the Company. 15. 409A: Notwithstanding anything herein the contrary, in the event that the Company determines that any amounts payable hereunder may be subject to Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretive guidance issued with respect thereto (“Section 409A”), the Company may take such actions that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A. 16. Company Policies: During Executive’s employment, Executive shall comply with all of the Company’s rules, regulations, policies, and practices may be designated by the Company from time to time in its discretion. 17. Execution and Delivery. This Offer Letter may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes [The remainder of this page intentionally blank]

DocuSign Envelope ID: 110AC4D5-5A68-4E9F-B187-B3A9170EFF80 SIGNATURE PAGE FOR OFFER LETTER Executed as of the date first set forth above. UNITED FIRE GROUP, INC. By: James W. Noyce Chairman of the Board of Directors Acknowledged and accepted effective the date first set forth above: Kevin J. Leidwinger 4884-1345-2837, v. 1

XML

Cover Page Document	Jul. 07, 2022
Cover Page [Abstract]
Amendment Flag	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.001 par value
Written Communications	false
Entity Address, Address Line One	118 Second Avenue SE
Entity Incorporation, State or Country Code	IA
Document Type	8-K
Document Period End Date	Jul. 07, 2022
Entity Registrant Name	United Fire Group Inc
Entity File Number	001-34257
Entity Tax Identification Number	45-2302834
Entity Address, City or Town	Cedar Rapids
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	52401
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	UFCS
Security Exchange Name	NASDAQ
City Area Code	319
Local Phone Number	399-5700
Entity Central Index Key	0000101199