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
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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 | |||