-----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, Rm9UFJ6w5vTx/oWZx7q8208UUC/lCBnPWK87wxo2MDNZZFo05bbtvAylL4mhqR7l OB7v4nE5w0I1ROOuKUBlUg== 0000950123-09-071182.txt : 20091216 0000950123-09-071182.hdr.sgml : 20091216 20091216134154 ACCESSION NUMBER: 0000950123-09-071182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091215 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091216 DATE AS OF CHANGE: 20091216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 510283071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09371 FILM NUMBER: 091244009 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 3201 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2127521356 MAIL ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 3201 CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 8-K 1 y81042e8vk.htm FORM 8-K e8vk
 
 
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): December 15, 2009
Alleghany Corporation
(Exact name of registrant as specified in its charter)
         
Delaware   1-9371   51-0283071
 
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     
7 Times Square Tower, 17th Floor, New York, New York   10036
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (212) 752-1356
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:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     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.
(b) At a meeting of the Board of Directors (the “Board”) of Alleghany Corporation (the “Corporation”) on December 15, 2009 (the “December Board Meeting”), Allan P. Kirby, Jr., age 78, and a director of the Corporation since 1963, notified the Board that he will retire as a director of the Corporation effective as of the 2010 Annual Meeting of Stockholders of the Corporation, currently scheduled to be held on April 23, 2010 (the “2010 Annual Meeting”) and thus he will not stand for re-election as a director of the Corporation.
(d) At the December Board Meeting, the Board, pursuant to authority granted by the By-laws of the Corporation, increased the size of the Board from ten (10) to twelve (12) directors and elected Karen Brenner and Phillip M. Martineau to fill the vacancies on the Board created by such increase in size. Ms. Brenner and Mr. Martineau were elected for a term due to expire at the 2010 Annual Meeting. It is anticipated that each will be nominated by the Board for re-election by the Corporation’s stockholders at the 2010 Annual Meeting. Prior to electing Ms. Brenner and Mr. Martineau as directors, the Board affirmatively determined that neither has a material relationship with the Corporation, and thus are independent directors of the Corporation under the New York Stock Exchange’s listing standards, based upon the fact that neither has a relationship with the Corporation either directly or as a partner, shareholder or officer of an organization that has a relationship with the Corporation. On December 16, 2009, the Corporation issued a press release announcing the election of Ms. Brenner and Mr. Martineau to the Board of Directors of the Corporation. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
  99.1   Press Release, dated December 16, 2009, announcing the election of new directors.

 


 

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.
         
  ALLEGHANY CORPORATION
 
 
Date: December 16, 2009 By:   /s/ Roger B. Gorham    
    Name:   Roger B. Gorham   
    Title:   Senior Vice President
(and chief financial officer) 
 
 

 


 

Index to Exhibits
     
Exhibit Number   Exhibit Description
 
   
99.1
  Press Release, dated December 16, 2009, announcing the election of new directors.

 

EX-99.1 2 y81042exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
KAREN BRENNER AND PHILLIP M. MARTINEAU JOIN ALLEGHANY CORPORATION BOARD OF DIRECTORS
     New York, NY, December 16, 2009 — The Alleghany Corporation Board of Directors announced the election of Karen Brenner and Phillip M. Martineau as new independent directors, increasing the size of the Board from 10 to 12 directors.
     Karen Brenner is currently a Clinical Professor of Business at the Leonard N. Stern School of Business at New York University. She teaches professional responsibility in law and business in the interdepartmental markets, ethics, and law program. She is also a Principal at Brenner & Company, a financial and management advisory firm she started in 1998. From 1989 to 1998, Brenner was a Vice President and Managing Director with Noel Group where she participated in managing a public equity fund which acquired controlling equity positions in established public and privately held companies. From 1981 to 1989 she was a Principal at Karen Brenner Associates in New York. Brenner earned her M.A. in Ethics & Leadership from New York University and her B.S. in Finance from the Wharton School of the University of Pennsylvania.
     Phillip Martineau has been Chairman, President & CEO of Pittsburgh Corning Corporation and Pittsburgh Corning Europe since 2005. Previously from 2000 he held various positions with HNI Corp., most recently as Executive Vice President of HNI and Group President. In 1996 he was named President & CEO at ITW-Arcsmith, Inc. where he was an original member of the executive team. Between 1988 and 1996 Martineau held various positions as President and/or CFO within operating subsidiaries of Pacific Dunlop Ltd. He earned his Masters in International Management from Thunderbird, the American Graduate School of International Management, and a B.S. in Electrical Engineering from Arizona State University.
     “Karen and Phillip bring valuable experience to our Board which will further strengthen the independence and quality of our Board,” said John J. Burns, Jr., Chairman of Alleghany.
     Alleghany is engaged through its subsidiary Alleghany Insurance Holdings LLC (consisting of its insurance operating units RSUI Group, Inc., Capitol Transamerica Corporation, and Employers Direct Corporation) in the property and casualty insurance business.

 

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