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 1, 2012 |
Allied World Assurance Company Holdings, AG
__________________________________________
(Exact name of registrant as specified in its charter)
| Switzerland | 001-32938 | 98-0681223 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| Lindenstrasse 8, Baar/Zug, Switzerland | 6340 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | +41-41-768-1080 |
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:
[ ] 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))
| Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 1, 2012, Mr. David Bell, Chief Operating Officer of Allied World Assurance Company Holdings, AG (the “Company”), resigned to pursue other interests in Montana. Mr. Bell will remain with the Company until May 1, 2012 in order to provide assistance during the transition period.
Effective as of March 1, 2012, Mr. John J. McElroy was promoted to Chief Operating Officer of the Company. In this role, he will oversee the Company’s operations and administration, information technology, ceded reinsurance and new product development on a global basis. Further biographical and other information about Mr. McElroy is contained in the Company’s preliminary proxy statement for its 2012 Annual Shareholder Meeting, which was filed with the U.S. Securities and Exchange Commission on March 5, 2012 (the “Proxy Statement”). Mr. McElroy’s employment agreement is on substantially the same terms and conditions as certain of the Company’s other executive officers and a description thereof is included in the Proxy Statement.
In connection with his promotion, the Company and Mr. McElroy will enter into an amendment to his employment agreement that will require Mr. McElroy to spend at least 10% of his annual working time in Switzerland. The amendment will be on substantially the same terms and conditions as the Company’s other executive officers that are required to work part-time in Switzerland. The amendment will not change Mr. McElroy’s aggregate compensation.
The Company and Mr. McElroy will also enter into an indemnification agreement providing for indemnification and expense advancement and will include related provisions meant to facilitate his receipt of such benefits. The indemnification agreement will also provide that the Company will indemnify Mr. McElroy against claims arising out of his service to the Company to the fullest extent allowed under Swiss law (except in certain limited circumstances). The indemnification agreement will be on substantially the same terms and conditions as the indemnification agreements that the Company has entered into with its directors and other executive officers.
The Company is not aware of Mr. McElroy or any of his immediate family members participating in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On March 7, 2012, the Company issued a press release announcing several strategic changes to the Company’s executive management team.
The press release is furnished herewith as Exhibit 99.1. The information hereunder is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not otherwise subject to the liabilities of that section and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||||
| Number | Description | |||
| 99.1 | Press release, dated March 7, 2012. |
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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.
| Allied World Assurance Company Holdings, AG | ||||
| March 7, 2012 | By: |
/s/ Wesley D. Dupont
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| Name: Wesley D. Dupont | ||||
| Title: Executive Vice President, General Counsel and Corporate Secretary | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press release, dated March 7, 2012. |
FOR IMMEDIATE RELEASE
ALLIED WORLD ANNOUNCES STRATEGIC CHANGES TO GLOBAL EXECUTIVE MANAGEMENT TEAM
ZUG, Switzerland, March 7, 2012 — Allied World Assurance Company Holdings, AG (NYSE: AWH) announced today several strategic changes to the global executive management team.
David Bell, Chief Operating Officer of Allied World Assurance Company Holdings, AG, will be leaving the company to pursue other interests in Montana. He will remain with Allied World until May 1, 2012 to provide assistance while the company transitions Mr. Bell’s responsibilities to other executives.
As of March 1, 2012, John J. McElroy has assumed the title of Chief Operating Officer of the company and will be responsible for overseeing Allied World’s operations and administration, information technology, ceded reinsurance and new product development functions on a global basis. Mr. McElroy most recently served as President, Professional Lines for Allied World U.S.
Wesley D. Dupont, Executive Vice President, General Counsel and Corporate Secretary, has assumed the additional responsibilities of overseeing the claims and human resources functions globally, which had formerly reported to the Chief Operating Officer. Mr. Dupont will continue to head the company’s Legal and Compliance Department and manage the company’s legal, compliance, corporate secretarial and governmental affairs.
Scott Carmilani, President and Chief Executive Officer of Allied World commented, “David has played an integral role in the development of the company over the past 10 years. He has made valuable contributions to our success, and we wish him all the best in his future endeavors. I am extremely confident in the abilities of both John and Wes. Their commitment to Allied World has been instrumental in shaping Allied World’s culture, and I look forward to their continued contribution and success in their new roles.”
Additionally, John Bender, President and Chief Operating Officer of Allied World Reinsurance Company, has assumed responsibility for Allied World’s global reinsurance operations. Mr. Carmilani commented, “John’s appointment will help ensure that we deploy reinsurance capacity to clients consistently, across the globe, in all of our reinsurance offices.”
About Allied World Assurance Company
Allied World Assurance Company Holdings, AG, through its subsidiaries, is a global provider of innovative property, casualty and specialty insurance and reinsurance solutions, offering superior client service through a global network of offices and branches. All of Allied World’s rated insurance and reinsurance subsidiaries are rated A by A.M. Best Company, A by Standard & Poor’s, and A2 by Moody’s, and our Lloyd’s Syndicate 2232 is rated A+ by Standard & Poor’s and Fitch. Please visit www.awac.com for further information on Allied World.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statements made in this press release reflect our current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in these statements. For example, our forward-looking statements could be affected by pricing and policy term trends; increased competition; the impact of acts of terrorism and acts of war; greater frequency or severity of unpredictable catastrophic events; negative rating agency actions; the adequacy of our loss reserves; the company or its subsidiaries becoming subject to significant income taxes in the United States or elsewhere; changes in regulations or tax laws; changes in the availability, cost or quality of reinsurance or retrocessional coverage; adverse general economic conditions; and judicial, legislative, political and other governmental developments, as well as management’s response to these factors, and other factors identified in our filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We are under no obligation (and expressly disclaim any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise.
Media:
Faye Cook
VP, Marketing & Communications
+1- 441-278-5406
faye.cook@awac.com
Investors:
Keith J. Lennox
Investor Relations Officer
+1-646-794-0750
keith.lennox@awac.com