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 Act of 1934

Date of Report (Date of earliest event reported): August 9, 2017

INFINITY PROPERTY AND CASUALTY CORPORATION

(Exact name of Registrant as specified in its Charter)

Ohio	000-50167	03-0483872
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No. )

2201 4^th Avenue North, Birmingham, Alabama 35203

(Address of Principal Executive Offices) (Zip Code)

(205) 870-4000

Registrant’s telephone number, including area code

(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 (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))

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.

On August 10, 2017, Infinity Property and Casualty Corporation’s (the “Company”) entered into amendments (each an “Amendment 1”) to each of the employment agreements between it and James R. Gober, Glen N. Godwin, and Samuel J. Simon (the “Employment Agreements”), dated September 11, 2014, and filed as Exhibits 10.1, 10.2, and 10.4, respectively, to the Registrant’s Current Report on Form 8-K on September 17, 2014.

The changes to the Employment Agreements resulting from Amendment 1 are summarized below, which summary is qualified in its entirety by the full text of each Amendment No. 1 to the Employment Agreements for Messrs. Gober, Godwin, and Simon, filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Form 8-K and incorporated by reference as if fully set forth herein:

• Section 1.1 was amended to extend the term of theEmployment Agreementsfor Messrs. Godwin and Simon until November 10, 2017, and for Mr. Gober until February 28, 2018.

• Section 1.2was amended to reflect the current titles for Messrs. Gober, Godwin, and Simon, which are Executive Chairman, Chief Executive Officer, and President and General Counsel, respectively.

• Sections 1.2, 3.1(b), and 5.7 of Mr. Godwin’s Employment Agreement was amended by deleting, where applicable, the phrase “Chief Executive Officer” and replacing it with “Board of Directors” to reflect that Mr. Godwin now reports directly to the Board of Directors (the "Board").

The Board's Compensation Committee is currently, with the assistance of its compensation consultant, reviewing the compensation of the Company’s named executive officers (“NEOs”). Following completion of this review, the Company anticipates that the Compensation Committee will approve changes to certain NEOs’ compensation to reflect the recent changes in the Company’s management structure and that the Board will authorize entry into new employment agreements with Messrs. Godwin and Simon.

On August 9, 2017, Scott C. Pitrone’s employment with the Company was terminated. As a result of this employment termination and upon execution of a general waiver and release of claims, Mr. Pitrone shall be entitled to receive certain compensatory payments pursuant to Section 3.3 of the employment agreement between the Company and Mr. Pitrone, dated September 11, 2014, and filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on September 17, 2014.

Item 9.01 Financial Statements and Exhibits

 (d) Exhibits

Exhibit Number	Description
10.1	Amendment No. 1 to the Employment Agreement for Mr. Gober
10.2	Amendment No. 1 to the Employment Agreement for Mr. Godwin
10.3	Amendment No. 1 to the Employment Agreement for Mr. Simon

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.

INFINITY PROPERTY AND CASUALTY            CORPORATION

BY:    /s/ Samuel J. Simon            

Samuel J. Simon

President and General Counsel

August 14, 2017

EX-10.1

AMENDMENT NO. 1

TO THE

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 (“Amendment”) is made and entered into this 10^th day of August, 2017, between Infinity Property and Casualty Corporation, an Ohio corporation (the “Company”) and James R. Gober (the “Executive”).

WHEREAS, the parties have previously entered into an Employment Agreement, dated September 11, 2014 (the “Agreement”); and

WHEREAS, the parties desire to amend certain terms and conditions of the Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. Section 1.1 is hereby amended so that the Term of the Agreement shall expire on February 28, 2018.

2. Section 1.2, Services, is hereby deleted in its entirety and replaced with the following:

During the Term, the Executive will serve as the Company’s Executive Chairman and will be primarily responsible for overseeing the implementation of the Company’s business strategy and such other duties, commensurate with his position and authority, as are reasonably determined, from time to time, by the Company’s Board of Directors (the “Board”). The Executive shall report to the Board and shall devote his full business time and effort to the performance of his duties hereunder and will render his services at the Company’s offices in Birmingham, Alabama (“Work Location”), except that the Executive agrees to travel from time to time to the extent required for the performance of his duties.

3. The parties agree that, except as amended hereby, all of the other terms and conditions of the Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.

Infinity Property And Casualty Corporation: By: /s/ Glen N. Godwin Name: Glen N. Godwin Title: Chief Executive Officer Executive: /s/ James R. Gober James R. Gober

EX-10.2

AMENDMENT NO. 1

TO THE

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 (“Amendment”) is made and entered into this 10^th day of August, 2017, between Infinity Property and Casualty Corporation, an Ohio corporation (the “Company”) and Glen N. Godwin (the “Executive”).

WHEREAS, the parties have previously entered into an Employment Agreement, dated September 11, 2014 (the “Agreement”); and

WHEREAS, the parties desire to amend certain terms and conditions of the Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. Section 1.1 is hereby amended so that the Term of the Agreement shall expire on November 10, 2017.

2. Section 1.2 is hereby deleted in its entirety and replaced with the following:

During the Term, the Executive will serve as the Company’s Chief Executive Officer and will be primarily responsible for overseeing the implementation of the Company’s business strategy and such other duties, commensurate with his position and authority, as are reasonably determined, from time to time, by the Company’s Board of Directors (the “Board”). The Executive shall report to the Board and shall devote his full business time and effort to the performance of his duties hereunder and will render his services at the Company’s offices in Birmingham, Alabama (“Work Location”), except that the Executive agrees to travel from time to time to the extent required for the performance of his duties.

3. The first paragraph of Section 3.1(b) is hereby deleted in its entirety and replaced with the following:

Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) any act of material insubordination on the part of the Executive; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a felony (other than a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its divisions, subsidiaries or affiliates; (v) the engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or (vii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”).

4. Section 5.7 is hereby deleted in its entirety and replaced with the following:

Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, approved by the Board of Directors and signed by the Executive and the Company. By an instrument in writing similarly executed, the Executive or the Company may, with the approval of the Board of Directors, waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall preclude any other or further exercise of any other right, remedy or power provided herein or by law or in equity.

5. The parties agree that, except as amended hereby, all of the other terms and conditions of the Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.

Infinity Property And Casualty Corporation: By: /s/ James R. Gober Name: James R. Gober Title: Executive Chairman Executive: /s/ Glen N. Godwin Glen N. Godwin

EX-10.3

AMENDMENT NO. 1

TO THE

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 (“Amendment”) is made and entered into this 10^th day of August, 2017, between Infinity Property and Casualty Corporation, an Ohio corporation (the “Company”) and Samuel J. Simon (the “Executive”).

WHEREAS, the parties have previously entered into an Employment Agreement, dated September 11, 2014 (the “Agreement”); and

WHEREAS, the parties desire to amend certain terms and conditions of the Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. Section 1.1 is hereby amended so that the Term of the Agreement shall expire on November 10, 2017.

2. Section 1.2 is hereby deleted in its entirety and replaced with the following:

During the Term, the Executive will serve as the Company’s President and General Counsel and will be responsible for such other duties, commensurate with his position and authority, as are reasonably determined, from time to time, by the Company’s Chief Executive Officer. The Executive shall devote his full business time and effort to the performance of his duties hereunder and will render his services at the Company’s offices in Birmingham, Alabama (“Work Location”), except that the Executive agrees to travel from time to time to the extent required for the performance of his duties.

3. The parties agree that, except as amended hereby, all of the other terms and conditions of the Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.

Infinity Property And Casualty Corporation: By: /s/ Glen. N. Godwin Name: Glen N. Godwin Title: Chief Executive Officer Executive: /s/ Samuel J. Simon Samuel J. Simon