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): March 14, 2016
EMPLOYERS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| NEVADA | 001-33245 | 04-3850065 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 10375 Professional Circle Reno, Nevada (Address of Principal Executive Offices) |
89521 | |||
| (Zip Code) | ||||
Registrant’s telephone number including area code: (888) 682-6671
No change since last report
(Former Name or 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)) |
Section 5 – Corporate Governance and Management
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Employers Holdings, Inc. (the “Company”) is a party to an employment agreement (the “Dirks Employment Agreement”) with Douglas D. Dirks, Chief Executive Officer of the Company (the “Executive”). The Dirks Employment Agreement, which became effective on May 10, 2012, would have expired automatically on December 31, 2016 (as a result of a two-year renewal in 2014), unless the Company gave written notice to the Executive, no later than six months prior to the expiration of the Dirks Employment Agreement’s current term, of an intent to renew the agreement for an additional term of two years.
In this regard, on March 14, 2016, the Compensation Committee of the Company’s Board of Directors agreed to have the Executive notified, in writing, that the Company would be renewing the Dirks Employment Agreement for an additional term of two years (expiring on December 31, 2018).
The Dirks Employment Agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2012. The material terms of the Dirks Employment Agreement are described therein.
Section 8 – Other Events
| Item 8.01. | Other Events. |
Appointment of Executive Vice President, Chief Actuary
On March 14, 2016, the Company announced that Bryan C. Ware has been promoted to Executive Vice President, Chief Actuary, overseeing reserving, pricing and risk analysis, predictive analytics, enterprise risk management, as well as development and implementation of strategies and initiatives that support operational and strategic goals. He previously served as Senior Vice President, Chief Actuary, a position he has held with the Company since 2012. He has been the Company’s Appointed Actuary since 2015.
Mr. Ware has over 31 years of experience in the insurance industry with significant experience in workers’ compensation. He is a Fellow of the Casualty Actuarial Society, a Member of the American Academy of Actuaries and a Chartered Enterprise Risk Analyst. He holds a B.S. degree in Mathematics from Wichita State University. He completed the Advanced Executive Education Program jointly sponsored by the American Institute for Chartered Property Casualty Underwriters and the Wharton School of the University of Pennsylvania.
The press release issued by the Company concerning Mr. Ware’s promotion is attached as Exhibit 99.1 and incorporated herein by reference.
Employment Agreement with Chief Financial Officer
On March 14, 2016, the Compensation Committee of the Company’s Board of Directors determined that the Company should not renew the employment agreement (the “Eleftheriou Employment Agreement”) with Terry Eleftheriou, the Chief Financial Officer of the Company, dated November 3, 2014, as amended January 29, 2016. Consequently, the Eleftheriou Employment Agreement will automatically terminate on December 31, 2016. This decision was not the result of any fraud, accounting errors or other financial improprieties.
The Eleftheriou Employment Agreement is filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K that was filed with the SEC on November 6, 2014. Amendment No. 1 to the Eleftheriou Employment Agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K that was filed with the SEC on February 2, 2016.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
| 99.1 | Employers Holdings, Inc. press release, dated March 14, 2016. | |
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.
| EMPLOYERS HOLDINGS, INC. | ||
| By: | /s/ Lenard T. Ormsby | |
| Name: | Lenard T. Ormsby | |
| Title: |
Executive Vice President, Chief Legal Officer and General Counsel | |
Dated: March 14, 2016
Exhibit Index
| Exhibit No. |
Exhibit | |
| 99.1 | Employers Holdings, Inc. press release, dated March 14, 2016. | |
Exhibit 99.1
Employers Holdings, Inc. Promotes Bryan C. Ware to Executive Vice President, Chief Actuary
RENO, Nev.— March 14, 2016— Employers Holdings, Inc. (NYSE: EIG) today announced that Bryan C. Ware has been promoted to executive vice president, chief actuary, overseeing reserving, pricing and risk analysis, predictive analytics, enterprise risk management, as well as development and implementation of strategies and initiatives that support operational and strategic goals. Ware previously served as senior vice president, chief actuary, a position he held with EMPLOYERS since 2012. Ware has been EMPLOYERS’ Appointed Actuary since 2015. He is located in EMPLOYERS headquarters in Reno, Nevada.
Ware has over 31 years of experience in the insurance industry with significant experience in workers’ compensation. He is a Fellow of the Casualty Actuarial Society, a Member of the American Academy of Actuaries and a Chartered Enterprise Risk Analyst. Ware holds a B.S. degree in Mathematics from Wichita State University. He completed the Advanced Executive Education Program jointly sponsored by the American Institute for Chartered Property Casualty Underwriters and the Wharton School of the University of Pennsylvania.
In making today’s announcement, Douglas D. Dirks, president and chief executive officer of Employers Holdings, Inc., said, “Bryan is a highly respected actuary who continues to bring his wealth of experience, leadership capabilities and executive skills to the benefit of our company.”
About Employers Holdings, Inc.
Employers Holdings, Inc. (NYSE: EIG) is a holding company with subsidiaries that are specialty providers of workers’ compensation insurance and services focused on select small businesses engaged in low-to-medium hazard industries. The company, through its subsidiaries, operates in 33 states and the District of Columbia from 10 office locations. Insurance is offered by Employers Insurance Company of Nevada, Employers Compensation Insurance Company, Employers Preferred Insurance Company and Employers Assurance Company, all rated A- (Excellent) by AM Best Company. Not all insurers do business in all jurisdictions. Additional information can be found at www.employers.com. EMPLOYERS® and America’s small business insurance specialist® are registered trademarks of Employers Insurance Company of Nevada. A forward-looking statements disclaimer is an integral part of this website.
Copyright © 2016 EMPLOYERS. All rights reserved.
Media
Ty Vukelich, (775) 327-2677
Vice President, Corporate Marketing
tvukelich@employers.com
or
Analysts
Vicki Erickson Mills, (775) 327-2794
Vice President, Investor Relations
vericksonmills@employers.com
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