8-K

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)                  July 1, 2024

SELECTIVE INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

New Jersey	001-33067	22-2168890
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

40 Wantage Avenue, Branchville, New Jersey 07890

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code   (973) 948-3000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $2 per share	SIGI	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 4.60% Non-Cumulative Preferred Stock, Series B, without par value.	SIGIP	The Nasdaq Stock Market LLC

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. ¨

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2024, the Board of Directors (the “Board”) of Selective Insurance Group, Inc. (the “Company”) increased the size of the Board from 12 members to 13 members. The Board also appointed Kate Sampson as a non-employee director of the Company (the “Appointment”) and named her to the Board’s Corporate Governance and Nominating Committee and the Finance and Investments Committee. Ms. Sampson’s term will continue until the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) or until her successor has been duly elected and qualified.

Ms. Sampson will receive the same compensation and benefits as the other non-employee directors on the Board, consistent with the Company’s non-employee director compensation program described in the Definitive Proxy Statement on Schedule 14A (at Pages 86 to 88) that the Company filed with the Securities and Exchange Commission on March 27, 2024. However, Ms. Sampson will not receive an annual equity award for fiscal year 2024, as the Company’s Annual Meeting of Shareholders, with which those awards are granted annually, was already held. Ms. Sampson’s annual equity award for fiscal year 2024 will be granted at the 2025 Annual Meeting, prorated for the period from the Appointment until the 2025 Annual Meeting.

No arrangements or understandings exist between Ms. Sampson or any other persons by which she was named a director of the Company. Ms. Sampson has no family relationships with any Company director or executive officer, and the Company has not entered into any transactions with Ms. Sampson reportable per Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On July 1, 2024, the Company issued a press release regarding the Appointment, and a copy is included as Exhibit 99.1, attached and incorporated by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purpose or liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in any filing. The Company makes no admission about the materiality of any information in this report or the attached exhibits.

Important information may be disseminated initially or exclusively via the Company’s corporate website, www.selective.com/investors. Investors should consult the site to access this information. Any website addresses included herein are inactive textual references only. The information contained on any such website referenced herein is not incorporated into this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release of Selective Insurance Group, Inc. dated July 1, 2024
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.

	SELECTIVE INSURANCE GROUP, INC.
Date: July 1, 2024	By:	/s/ Michael H. Lanza
		Michael H. Lanza
		Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

 

Kate Sampson Named as New Independent Director

Brings Over 25 Years of Insurance, Risk Management, and Technology Experience

BRANCHVILLE, N.J., July 1, 2024 – Selective Insurance Group, Inc. (NASDAQ: SIGI) today announced the appointment of Kate Sampson to the Board of Directors, effective July 1, 2024.

Ms. Sampson is an insurance industry and technology specialist with over 25 years of experience in financial, operational, and management roles. She began her career at Marsh McLennan as a client executive in 1996, ultimately becoming head of the San Francisco/San Jose office. From 2014 to 2018, Sampson joined Lyft, the rideshare company, as its first vice president of risk solutions and developed its insurance programs. From 2019 to 2024, she was with Anthemis Group, a financial technology asset management firm, first as managing director and then as partner leading insurance technology venture investments. In 2019 Kate founded Merinn Advisors LLC, which provides strategic management and risk consulting services to innovative companies in the insurance, mobility and financial services industries.

She has served on the boards or advisory boards of several technology firms, including Metabiota, Trov, Hedvig, Joshin, Inc., REIN, Vouch Insurance, Eigen Technologies, Kyte, and Elevate.inc., most related to Anthemis investments. Ms. Sampson also serves on the Duke University FinTech Advisory Board. She is a graduate of the University of Massachusetts at Amherst.

“We are pleased to appoint Kate to our Board, reflecting our continuing commitment to board refreshment. She has an exceptional background, with extensive innovation, technology, and insurance experience,” said Cynthia (Cie) S. Nicholson, Chairperson of the Corporate Governance and Nominating Committee of the Selective Board.

“I look forward to working with Kate and the many contributions she will make as we work to deliver on Selective’s long-term strategic objectives,” said John J. Marchioni, Selective’s Chairman, President & CEO. “Kate’s appointment reflects Selective’s commitment to building a culture of innovation, and delivering a superior insurance customer experience.”

With Ms. Sampson’s appointment, Selective’s Board of Directors will expand from 12 to 13 members before expected retirements.

About Selective Insurance Group, Inc.

Selective Insurance Group, Inc. is a holding company for 10 property and casualty insurance companies rated “A” (Excellent) by AM Best. Through independent agents, the insurance companies offer standard and specialty insurance for commercial and personal risks and flood insurance through the National Flood Insurance Program's Write Your Own Program. Selective's unique position as both a leading insurance group and an employer of choice is recognized in a wide variety of awards and honors, including listing in Forbes Best Midsize Employers in 2024 and certification as a Great Place to Work^® in 2024 for the fifth consecutive year. For more information about Selective, visit www.Selective.com.

Investor Contact: Brad Wilson (973) 948-1283 Brad.Wilson@Selective.com Media Contact: Jamie M. Beal (973) 948-1234 Jamie.Beal@Selective.com

XML

Cover	Jul. 01, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 01, 2024
Entity File Number	001-33067
Entity Registrant Name	SELECTIVE INSURANCE GROUP, INC.
Entity Central Index Key	0000230557
Entity Tax Identification Number	22-2168890
Entity Incorporation, State or Country Code	NJ
Entity Address, Address Line One	40 Wantage Avenue
Entity Address, City or Town	Branchville
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07890
City Area Code	973
Local Phone Number	948-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $2 per share
Trading Symbol	SIGI
Security Exchange Name	NASDAQ
Depositary Shares [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a share of 4.60% Non-Cumulative Preferred Stock, Series B, without par value.
Trading Symbol	SIGIP
Security Exchange Name	NASDAQ