8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 5, 2018 

Baldwin & Lyons, Inc.

(Exact Name of Registrant as Specified in Charter) 

Indiana	0-5534	35-0160330
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
111 Congressional Boulevard, Carmel IN		46032
(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code317-636-9800

Not Applicable

 (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 communication 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 June 5, 2018, Mr. Steven Shapiro notified Baldwin & Lyons, Inc. (the "Company") of his resignation from his role as the Company's Executive Chairman and as a member of the Company's Board of Directors, effective immediately.   Mr. Shapiro, age 53, has served as the Company's Executive Chairman since October 2015 and served on the Company's Board of Directors since 2007 and, at the time of his resignation, was serving on the Investment Committee of the Board of Directors.  Mr. Shapiro has not resigned because of a disagreement with the Company on any matter relating to the Company's operations, policies or practices.  Mr. Shapiro has indicated that he will remain as a shareholder and is invested in the company's success.

Item 9.01 Financial Statements and Exhibits.

(d)The following item is filed as an exhibit to this Current Report on Form 8-K:

Exhibit 99.1Press release issued by the Company on June 11, 2018.

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.

BALDWIN & LYONS, INC.

June 11, 2018                                                                                by: /s/ W. Randall Birchfield

            W. Randall Birchfield,

President, Chief Executive Officer and Chief Operating Officer

EX-99.1

June 11, 2018

Investor Contact: William Vens

investors@baldwinandlyons.com

(317)-429-2554

BALDWIN & LYONS ANNOUNCES RESIGNATION OF MR. STEVEN SHAPIRO, EXECUTIVE CHAIRMAN AND BOARD OF DIRECTORS MEMBER

CARMEL, Ind., June 11, 2018 – Baldwin & Lyons, Inc. (NASDAQ: BWINA) (NASDAQ: BWINB), a specialty property-casualty holding company in the transportation and workers' compensation insurance industries, announced today that Mr. Steven Shapirohas resigned his position as Executive Chairman and as a member of the Board of Directors, effective June 5, 2018. "The role of Executive Chairman was established in late 2015 during a period of management transition to help develop a long term strategic plan for the Company," said Randy Birchfield, Chief Executive Officer of Baldwin and Lyons, Inc.  He went on to say, "Over the last two years, the management team has successfully created and is executing a plan to grow the business and increase shareholder value.  Consequently, the Board has decided to retire the Executive Chairman position and establish a more traditional corporate governance structure.  The Board and I wish to thank Steve for providing his time, effort and guidance to the Company during this transition.  We wish him the best as he resumes pursuit of his other interests and are pleased that he remains an interested shareholder and is invested in the Company's success."

In addition to the above, Stuart Bilton, a member of the Board since 1987, will assume the responsibilities of Lead Independent Director to act as a liaison between management and the Board and to assist in facilitating the activities of the Board.

About Baldwin & Lyons, Inc.

Founded in 1930, Baldwin & Lyons, Inc. is a holding company for specialty property-casualty insurance subsidiaries. Through its subsidiaries, the company provides liability and workers compensation coverage for trucking and public transportation fleets, as well as coverage for trucking industry independent contractors. In addition, the company offers workers' compensation coverage for a variety of operations outside the transportation industry. Baldwin & Lyons is headquartered in Carmel, Indiana.

Investor Contact

William Vensinvestors@baldwinandlyons.com(317) 429-2554

Media Contact

Jim Shertzer(317) 806-1900, ext. 4742jshertzer@protectiveinsurance.com