UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code
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(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):
Securities registered pursuant to Section 12(b) of the Act:
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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 12(a) of the Exchange Act. ☐
ITEM 5.02 | DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS, APPOINTMENT OF PRINCIPAL OFFICERS |
Today, the registrant announced the appointment of Mark Kociancic to the role of Executive Vice President, Chief Financial Officer of Everest Re Group, Ltd. effective October 12, 2020, replacing Craig Howie, Executive Vice President and Chief Financial Officer, who will remain with the Company through December 31, 2020 to ensure an orderly transition. The registrant also announced the appointment of James Williamson to the role of Executive Vice President, Chief Operating Officer of Everest Re Group, Ltd effective October 5, 2020. A copy of the news release is furnished herewith as Exhibit 99.1.
The registrant also entered into an Employment Agreement with Mr. Kociancic to become Chief Financial Officer of Everest Re Group, Ltd. effective October 12, 2020. A copy of the Employment Agreement is filed herewith as Exhibit 10.1and incorporated herein by reference. The material terms of the Employment Agreement are as follows:
Term:3 year term beginning October 12, 2020
Annual Salary:$875,000 per year
Cash Sign On Bonus:$500,000
Annual Incentive Bonus:Eligible to participate in an executive performance bonus program or plan established by the Board of Directors. The target value of the annual non-equity incentive will be 130% of base salary.
Executive Stock Based Incentive Plan:Eligible to participate in Executive Stock Based Incentive Plan with a target value of 170% of base salary.
Sign On Equity Grant:Entitled to a sign on equity grant with a target value of $5,000,000, subject to approval and award by the Compensation Committee of the Group Board of Directors.
The registrant also entered into an Employment Agreement with Mr. Williamson effective September 28, 2020. A copy of the Employment Agreement is filed herewith as Exhibit 10.2 and incorporated herein by reference. The material terms of the Employment Agreement are as follows:
Term: October 5, 2020 through and including October 1, 2023.
Annual Salary: $700,000 per year.
Annual Incentive Bonus: Eligible to participate in an executive performance bonus program or plan established by the Board of Directors. The target value of the annual non-equity incentive will be 130% of base salary.
Executive Stock Based Incentive Plan: Eligible to participate in Executive Stock Based Incentive Plan with a target value of 150% of base salary.
Sign On Equity Grant: Entitled to a sign on equity grant with a target value of $1,300,000, subject to approval and award by the Compensation Committee of the Group Board of Directors.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | ||
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| Exhibits |
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| Exhibit No. | Description |
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| 99.1 | News Release of the registrant, |
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| dated September 30, 2020 |
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| 10.1
10.2 | Employment Agreement with Mark Kociancic
Employment Agreement with James Williamson |
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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| EVEREST RE GROUP, LTD. | |
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| By: | /s/ KEITH SHOEMAKER | |
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| Keith T. Shoemaker | |
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| Senior Vice President and Comptroller | |
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Dated: September 30, 2020
EXHIBIT INDEX
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99.1 |
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10.1 |
| 7 | ||
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10.2 |
| 23 | ||