-----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, GFItv50iVt8tTvRrltesSSZxQ3Vt4pgF3rk6pawFllW0mMZTs7Tlw7tuqTTflbjh RkUPmka0N5uSFtbDJh5nCA== 0001002105-08-000229.txt : 20080604 0001002105-08-000229.hdr.sgml : 20080604 20080604170051 ACCESSION NUMBER: 0001002105-08-000229 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080529 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080604 DATE AS OF CHANGE: 20080604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILB ROGAL & HOBBS CO CENTRAL INDEX KEY: 0000814898 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 541194795 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15981 FILM NUMBER: 08881184 BUSINESS ADDRESS: STREET 1: THE HILB, ROGAL AND HAMILTON BUILDING STREET 2: 4951 LAKE BROOK DRIVE, SUITE 500 CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8047476500 MAIL ADDRESS: STREET 1: P O BOX 1220 CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: HILB ROGAL & HAMILTON CO /VA/ DATE OF NAME CHANGE: 19920703 8-K 1 form8k052908.htm Form 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): May 29, 2008

 

HILB ROGAL & HOBBS COMPANY

(Exact name of registrant as specified in its charter)

 

Virginia

(State or other jurisdiction

of incorporation)

0-15981

(Commission File Number)

54-1194795

(I.R.S. Employer

Identification No.)

 

 

4951 Lake Brook Drive, Suite 500

Glen Allen, Virginia

(Address of principal executive offices)

 

23060

(Zip Code)

 

Registrant’s telephone number, including area code: (804) 747-6500

 

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:

 

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.

(c)        On May 6, 2008 the Board of Directors (the “Board”) of Hilb Rogal & Hobbs Company (the “Company”) approved the promotion of F. Michael Crowley, President of the Company, to the new position of President and Chief Operating Officer. The promotion was made expressly contingent on the approval of a compensation package for Mr. Crowley by the Human Resources & Compensation Committee of the Board (the “Committee”) and Mr. Crowley’s acceptance of the position and compensation package. Mr. Crowley, 56, has been President of the Company since September 2005. He was Executive Vice President, National Director for Property and Casualty from 2004 to 2005. Prior thereto, he was Vice Chairman of Palmer & Cay, Inc. from 2002 to 2004 and President and Chief Operating Officer of Palmer & Cay, Inc. from 1998 to 2002.

 

On May 23, 2008, the Committee approved modifications to the compensatory arrangement of Mr. Crowley in recognition of his promotion to President and Chief Operating Officer and subject to his acceptance of the position. Specifically, the Committee approved an increase in Mr. Crowley’s base salary from $460,000 to $550,000. Mr. Crowley was also granted 2,000 shares of restricted stock and options to purchase 6,000 shares of the Company’s common stock at an exercise price per share equal to $31.20, the closing price on the New York Stock Exchange on May 23, 2008. The equity awards were made by the Committee pursuant to the Company’s 2007 Stock Incentive Plan. The restricted stock vests in 25% increments over a five year period, provided that certain operating performance goals of the Company are achieved. If the performance goals are met, the first 25% of the award will vest two years from the date of the award, with the remainder of the award vesting in 25% increments each year thereafter. The stock options vest in 25% increments over a four year period from the date of the award and expire after seven years. In addition, the Committee approved an additional cash contribution to Mr. Crowley’s Supplemental Cash Incentive Plan account for 2008 in the amount of $48,480.

 

On May 29, 2008, Mr. Crowley accepted, effective immediately, the position of President and Chief Operating Officer and the compensation package approved by the Committee.

 

The full text of the Company’s June 4, 2008 press release announcing the appointment of Mr. Crowley as President and Chief Operating Officer is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

 

 

(d)

Exhibits. The following exhibit is being furnished pursuant to Item 5.02 above.

 

 

Exhibit No.

Description

 

 

99.1

Press Release dated June 4, 2008.

 

 

 

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.

 

 

 

 

 

HILB ROGAL & HOBBS COMPANY

 

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

Date:

June 4, 2008

 

By:

/s/ A. Brent King

 

 

 

 

A. Brent King

 

 

 

 

Vice President, General Counsel

 

 

 

 

and Assistant Secretary

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit No.

Description

 

 

99.1

Press Release dated June 4, 2008.

 

 

 

 

 

 EX-99 2 ex99.htm Exhibit 99.1

Exhibit 99.1

 

News Release

 

Hilb Rogal & Hobbs Company

 

Contact: Liz Cougot

4951 Lake Brook Drive

 

Phone: (804) 747-3120

Glen Allen, Virginia 23060-9272

 

Fax: (804) 747-6046

 

 

FOR IMMEDIATE RELEASE

 

 

June 4, 2008

 

HILB ROGAL & HOBBS COMPANY ANNOUNCES PROMOTION OF

F. MICHAEL CROWLEY TO PRESIDENT AND CHIEF OPERATING OFFICER

 

RICHMOND, VA - Hilb Rogal & Hobbs Company (NYSE: HRH), one of the world’s largest insurance and risk management intermediaries, announced today the promotion of its president, F. Michael (Mike) Crowley, to the new position of president and chief operating officer.

 

As president, Mr. Crowley has been responsible for HRH’s retail operations. In this expanded role, he will have direct responsibility for sales and operational leadership, including the company’s international and wholesale operations.

 

Mr. Crowley, 56, has been president of HRH since September 2005. He joined the company in 2004 as executive vice president, national director of property and casualty. Prior to joining HRH, he was president and chief operating officer of Palmer & Cay, Inc. from 1998 to 2002 and vice chairman from 2002 to 2004.

 

HRH’s Chairman and CEO, Martin L. (Mell) Vaughan, III, commented, “Mike has an excellent reputation within the insurance industry, and has done an outstanding job leading HRH’s retail operations. These attributes, along with his notable achievements in the areas of sales productivity and client service excellence, make this promotion a logical progression for Mike and for HRH.”

 

About HRH

Hilb Rogal & Hobbs Company (HRH) is the eighth largest insurance and risk management intermediary in the United States, with over 140 offices throughout the United States and the world.  HRH helps clients manage their risks in property and casualty, employee benefits, professional liability and other areas of specialized exposure.  In addition, HRH offers a full range of personal and corporate financial products and services.  HRH is focused on understanding our clients’ businesses, employees and risks, as well as the insurance and financial markets, so that we can develop insurance, risk management and employee benefits solutions that best fit their needs. The company’s common stock is traded on the New York Stock Exchange, symbol HRH.  More information about HRH may be found at www.hrh.com.

 

 

 

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