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): May 2, 2019
RLI Corp.
(Exact name of registrant as specified in its charter)
Delaware |
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001-09463 |
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37-0889946 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
9025 North Lindbergh Drive, Peoria, IL |
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61615 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (309) 692-1000
Not applicable
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common Stock, par value $1.00 per share |
RLI |
The New York Stock Exchange |
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))
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 May 2, 2019, Thomas L. Brown, Chief Financial Officer of RLI Corp. (the “Company”), notified the Board of Directors (the “Board”) of his retirement, effective December 31, 2019. In connection with Mr. Brown’s retirement, the Board has approved or ratified the following actions.
Although Mr. Brown will remain an employee of the Company as Vice President until the end of the year to ensure a smooth transition, he is stepping down as Chief Financial Officer, effective July 1, 2019. For the remainder of 2019, Mr. Brown will continue to receive his current salary. Mr. Brown is a participant in the Company’s Market Value Potential Executive Incentive Program (“MVP Program”) and he will continue to be a participant until June 30, 2019. The Compensation Committee of the Board has exercised its discretion to amend the terms of Mr. Brown’s participation in the MVP Program so that his retirement will qualify as a “Retirement” under the MVP Program, meaning that Mr. Brown’s MVP Program bonus bank will be paid based upon his bonus bank balance as of June 30, 2019. In lieu of participating in the MVP Program for the second half of 2019, Mr. Brown will receive a lump sum bonus of $125,000 to be payable March 2020.
Also on May 2, 2019, Todd W. Bryant was appointed as Chief Financial Officer, effective July 1, 2019. Mr. Bryant, age 50, is currently the Vice President, Finance and Controller of the Company, a position he has held since 2009. In connection with his promotion, Mr. Bryant will receive an increase in pay to an annual base salary of $330,000 and an adjusted maximum award under the Management Incentive Program (“MIP”), calculated as a percentage of his 2019 year-end based salary, as follows: (i) 75% prorated for the period from January 1, 2019 through June 30, 2019, and (ii) 90% prorated for the period from July 1, 2019 through December 31, 2019 (“2019 MIP Award”).
Also in connection with his promotion, Mr. Bryant will become a participant in the MVP Program effective July 1, 2019, with a preliminary award equal to 1% of the Company’s “Market Value Potential,” which for 2019 will be for the Performance Period of July 1, 2019 – December 31, 2019 (“2019 MVP Award”). For the 2019 Performance Period, Mr. Bryant will receive a cash bonus payout under either the MIP Program or the MVP Program equal to the greater of his 2019 MIP Award or the cash payout portion of his 2019 MVP Award. For 2019, Mr. Bryant’s MVP Program bonus bank will be reduced by 33%, the amount specified under the MVP Program.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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This Exhibit is furnished pursuant to Item 8.01 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934. |
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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.
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RLI CORP. |
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Date: May 2, 2019 |
By: |
/s/ Jeffrey D. Fick |
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Jeffrey D. Fick |
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Sr. Vice President, Chief Legal Officer |
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Exhibit 99.1 |
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RLI SVP & CFO THOMAS L. BROWN ANNOUNCES RETIREMENT; TODD W. BRYANT, SETH A. DAVIS AND KATHLEEN A. TAYLOR NAMED TO FINANCE EXECUTIVE LEADERSHIP POSITIONS
PEORIA, ILLINOIS, May 2, 2019 -- RLI Corp. (NYSE: RLI) – RLI Corp. announced today the planned retirement of Senior Vice President & Chief Financial Officer, Thomas L. Brown, on July 1, 2019, after eight years of service with the company.
Brown joined RLI in 2011 as Vice President, Chief Financial Officer, where he led the company’s financial strategy, planning and management operations. He was promoted to Senior Vice President, Chief Financial Officer in 2017.
“Tom’s deep expertise and strong financial stewardship has contributed significantly to the success of our company,” said RLI Chairman & CEO Jonathan E. Michael. “On behalf of our board of directors and the company, I would like to thank Tom for his leadership and contributions over his distinguished career.”
Todd W. Bryant Promoted to Vice President, Chief Financial Officer
Todd W. Bryant, Vice President, Finance & Controller, has been promoted to Chief Financial Officer and will succeed Brown when he retires in July. Bryant joined RLI in 1993 and held various positions in the accounting department before becoming Vice President, Finance & Controller in 2009. Prior to joining RLI, Bryant worked at Arthur Andersen & Co. He brings 25 years of insurance industry experience to his new role.
Seth A. Davis Named to Vice President, Controller
Seth A. Davis, Vice President, Corporate Services, will assume the role of Vice President, Controller on July 1. Davis will lead RLI’s corporate financial reporting, corporate services, rating agency and tax. Davis joined RLI in 2004 and served as Vice President, Internal Audit before being named Vice President, Corporate Services in 2018. Davis brings 23 years of insurance industry experience to his new role.
Kathleen A. Taylor Named to Vice President, Accounting Operations
Kathleen A. Taylor, Assistant Vice President, Reinsurance Accounting and Cash Operations has been promoted to Vice President, Accounting Operations. In her new role, Taylor will lead RLI’s reinsurance accounting, cash operations, accounting systems, cost allocations and expense management. Taylor joined RLI in 2002 and held various positions within the accounting department before being promoted to Assistant Vice President, Reinsurance Accounting and Cash Operations in 2015. Prior to joining RLI, Taylor worked for the Illinois Department of Insurance. Taylor brings 22 years of insurance industry experience to her new role.
“We are fortunate to have three strong successors that will facilitate a seamless transition in this critical area of our business,” said Michael. “Todd, Seth and Kathleen bring a wealth of experience, demonstrated leadership and deep understanding of RLI’s business to their new roles. I’m confident in their ability to help drive RLI’s future growth and continued value creation for our shareholders.”
ABOUT RLI
RLI Corp. (NYSE: RLI) is a specialty insurer serving diverse, niche property, casualty and surety markets. The company provides deep underwriting expertise and superior service to commercial and personal lines
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Exhibit 99.1 |
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customers nationwide. RLI’s products are offered through its insurance subsidiaries RLI Insurance Company, Mt. Hawley Insurance Company and Contractors Bonding and Insurance Company. All of RLI’s subsidiaries are rated A+ “Superior” by A.M. Best Company. To learn more about RLI, visit www.rlicorp.com.
MEDIA CONTACT
Aaron Jacoby
Vice President, Corporate Development
309-693-5880
Aaron.Jacoby@rlicorp.com
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