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): April 15, 2013
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:
| ¨ | 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. |
(c) On April 15, 2013, the Board of Directors (the “Board”) of Alleghany Corporation (the “Company”) appointed John L. Sennott, Jr. to serve as Senior Vice President of the Company, effective April 16, 2013, and chief financial officer of the Company, effective May 8, 2013. Mr. Sennott will succeed Roger B. Gorham, who will assume overall responsibility for the Company’s fixed income portfolio as previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2013.
Mr. Sennott, age 47, has over 26 years of experience in the insurance industry. Mr. Sennott served as Executive Vice President and Chief Corporate Strategy Officer of Allied World Assurance Company Holdings, AG (“Allied World”), a specialty insurance and reinsurance company, from January 2010 to April 2012. From October 2008 to January 2010, he served as the Chief Operating Officer of Allied World Insurance Company, a wholly-owned indirect subsidiary of Allied World. Prior to that, from March 2003 to October 2008, Mr. Sennott was the Chief Financial Officer and a member of the Board of Directors of Darwin Professional Underwriters, Inc. (“Darwin”), a specialty liability insurance company and a wholly-owned indirect subsidiary of Allied World. Prior to being acquired by Allied World in October 2008, Darwin was a wholly-owned indirect subsidiary of the Company. Mr. Sennott is a certified public accountant and began his career at Coopers & Lybrand, a certified public accounting firm, in July 1987.
In connection with his appointment as Senior Vice President and chief financial officer, Mr. Sennott entered into a letter agreement with the Company dated April 8, 2013 (the “Agreement”). Pursuant to the Agreement, which was approved by the Board on April 15, 2013, Mr. Sennott will be an at-will employee and receive a base salary of $550,000 per year. In addition, Mr. Sennott will receive a sign-on bonus of $180,000, to be paid in four installments during 2013, subject to his continuous employment with the Company during such period. The Agreement also provides for Mr. Sennott’s participation in the Company’s Management Incentive Plan and 2012 Long-Term Incentive Plan, including the initial awards thereunder, and the other benefit plans in which other officers of the Company are generally eligible to participate. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Letter Agreement, dated April 8, 2013, between Alleghany Corporation and John L. Sennott, Jr. |
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: April 15, 2013 |
By: | /s/ Christopher K. Dalrymple | ||||
| Name: | Christopher K. Dalrymple | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 10.1 | Letter Agreement, dated April 8, 2013, between Alleghany Corporation and John L. Sennott, Jr. | |
Exhibit 10.1
April 8, 2013
Mr. Jack Sennott
[Home address]
Dear Jack:
I am pleased to offer you a position with Alleghany Corporation, subject to completion of a background check and Alleghany Board approval, on the following terms:
Position. You will commence employment as an at-will employee of Alleghany on April 16, 2013. It is expected that the Alleghany Board will, at its meeting on April 16, 2013, elect you to the office of Senior Vice President effective immediately and chief financial officer effective May 8th. You will report to me.
Salary. $550,000
Sign-On Bonus. You will receive sign-on bonus of $180,000, to be paid in four installments (April 16th, June 30, September 30 and December 31) during 2013 subject to your continuous employment with Alleghany during such period.
Annual Incentive. I will recommend that the Alleghany Compensation Committee award you a 2013 target annual incentive opportunity of $550,000, subject to performance requirements to be approved by the Compensation Committee. In the event that you commence employment later than April 16, 2013, your 2013 incentive will be pro-rated based upon the actual number of months of employment during 2013.
Long-Term Incentive. I will recommend that the Alleghany Compensation Committee, at its meeting on April 15, 2013, grant you an award of (i) performance shares for the award period 2013 – 2016 with a value equal to $550,000 (100% of salary), subject to growth in stockholder book value performance criteria as determined by the Compensation Committee (the “2013 Award”), (ii) an award of a number of performance shares for the 2013 – 2015 award period with a value equal to $412,500, subject to growth in stockholder book value performance criteria comparable to those established for the 2013 Award, (iii) an award of a number of performance shares for the 2013 – 2014 award period with a value equal to $275,000, subject to growth in stockholder book value performance criteria comparable to those established for the 2013 Award, and (iv) an award of a number of performance shares for the 2013 award period with a value equal to $137,500, subject to growth in stockholder book value performance criteria comparable to those established for the 2013 Award. In the event that you commence employment later than April 16, 2013, your 2013 Award will be pro-rated based upon the actual number of months of employment during 2013.
Other Benefits. You will be entitled to participate in Alleghany’s Deferred Compensation Plan and, to the extent not frozen or terminated, the Retirement Plan, effective upon commencement of employment, and in all other employee benefit plans, programs, and other arrangements (including Alleghany’s medical, disability and life insurance plans) in which other officers of Alleghany are generally eligible to participate.
Please confirm your acceptance of our offer by executing the enclosed copy of this letter in the space provided below and return it to me.
We look forward to working with you.
| Sincerely, | ||
| ALLEGHANY CORPORATION | ||
| By: | /s/ Weston M. Hicks | |
| Name: | Weston M. Hicks | |
| Title: | President and chief executive officer | |
| AGREED AND ACCEPTED: |
| /s/ John L. Sennott, Jr. |
| John L. Sennott, Jr. |