-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CvNvK2tqDr+l3bweEr8Gv1qdhVhJWzGqQxGDgo93Uax6aT9AXIknREB0bCmYGEBF Z8EyPKj8USdebydgRMK5OQ== 0000950159-05-000571.txt : 20050511 0000950159-05-000571.hdr.sgml : 20050511 20050511155327 ACCESSION NUMBER: 0000950159-05-000571 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050505 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050511 DATE AS OF CHANGE: 20050511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMA CAPITAL CORP CENTRAL INDEX KEY: 0001041665 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 232217932 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31706 FILM NUMBER: 05820764 BUSINESS ADDRESS: STREET 1: 1735 MARKET STREET SUITE 2800 CITY: PHILADELPHIA STATE: PA ZIP: 19103-7590 BUSINESS PHONE: 2156655046 MAIL ADDRESS: STREET 1: 1735 MARKET STREET SUITE 2800 CITY: PHILADELPHIA STATE: PA ZIP: 19103-7590 FORMER COMPANY: FORMER CONFORMED NAME: PENNSYLVANIA MANUFACTURERS CORP DATE OF NAME CHANGE: 19970702 8-K 1 pma8k.htm PMA 8K 5-5-05 PMA 8k 5-5-05

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) May 5, 2005
 
PMA Capital Corporation
(Exact name of Registrant as specified in its charter)
 
Pennsylvania
 
000-22761
 
22-2217932
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
380 Sentry Parkway
Blue Bell, Pennsylvania
 
19422
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:
 
(215) 665-5046
 

(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):
oٱ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oٱ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oٱ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oٱ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 
Item 1.01. Entry into a Material Definitive Agreement.
 
As previously disclosed in PMA Capital Corporation’s Proxy Statement, dated March 29, 2005, the Compensation Committee of the Board of Directors recently retained an independent compensation consultant to analyze the fee structure of the Board of Directors in comparison to current market data. On May 5, 2005, the Board of Directors of PMA Capital Corporation (the “Company”) considered the recommendations made by such consultant and modified its compensation arrangements with its non-employee directors by eliminating meeting fees for the Board of Directors, adding a fixed equity component to director compensation, and adjusting the schedule of retainers for committee assignments. The following is a summary of the compensation structure in effect for non-employee directors effective as of May 5, 2005.


Board of Directors
  
Member Annual Retainer
$30,000, plus
2,500 shares of restricted stock*
All Committees other than the Audit Committee
  
Chair Annual Retainer
$10,000
Member Annual Retainer
Meeting Fees
$5,000
$1,500 per meeting
Audit Committee
  
Chair Annual Retainer
$15,000
Member Annual Retainer
Meeting Fees
$7,500
$1,500 per meeting

* These shares of restricted stock were issued on May 5, 2005. Restrictions on these shares of restricted stock will lapse on May 5, 2006.

In addition, the Board of Directors agreed to pay Neal C. Schneider, the non-Executive Chairman of the Board of Directors, an annual retainer of $200,000 plus an annual stock option grant equal in value to $50,000. Mr. Schneider also receives the annual retainer applicable to all members of the Board of Directors and committee retainers and meeting fees for committees of which he is a voting member.



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, thereunto duly authorized.
 
 
 
 
 
PMA Capital Corporation
       
May 11, 2005
 
 
 
By:
 
/s/ William E. Hitselberger
 
 
 
 
 
 
Name:
 
William E. Hitselberger
 
 
 
 
 
 
Title:
 
Executive Vice President and Chief Financial Officer
                 


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