-----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, IOTaGWpFN2GcrWPHFW8qpWhbAWbr8YFIDLXeq9WH1uwAqGb72HaIC4YZsmr6WdLR aipFkndO6SboSggAhJ8KAA== 0001193125-06-148337.txt : 20060718 0001193125-06-148337.hdr.sgml : 20060718 20060718141953 ACCESSION NUMBER: 0001193125-06-148337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060717 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20060718 DATE AS OF CHANGE: 20060718 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: 06966895 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 d8k.htm HILB ROGAL & HOBBS COMPANY HILB ROGAL & HOBBS COMPANY

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 17, 2006

 


HILB ROGAL & HOBBS COMPANY

(Exact name of registrant as specified in its charter)

 


0-15981

(Commission File Number)

 

Virginia   54-1194795

(State or other jurisdiction of

incorporation)

 

(I.R.S. Employer

Identification No.)

4951 Lake Brook Drive, Suite 500  
Glen Allen, Virginia   23060
(Address of principal executive offices)   (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:

 

¨ 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 1.01. Entry into a Material Definitive Agreement.

On July 17, 2006, the Registrant’s Board of Directors authorized the Registrant’s arrangement for compensation of Scott R. Royster described in paragraphs two and three of Item 5.02 of this Report, which paragraphs are incorporated by reference into this Item 1.01.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 17, 2006, the Registrant’s Board of Directors appointed Scott R. Royster, 42, as a director of the Registrant effective July 17, 2006. Mr. Royster has been Executive Vice President and Chief Financial Officer of Radio One, Inc. since 1996. Mr. Royster will serve as a member of the Finance Committee and Audit Committee.

As director’s compensation, Mr. Royster will receive an annual retainer of $20,000, a fee of $2,000 for each Board meeting attended, and a fee of $1,000 for each committee meeting attended. All retainers are paid in quarterly installments on the first day of each calendar quarter. Under the Registrant’s Non-Employee Directors Stock Incentive Plan, he may elect to receive his retainer and fees in shares of the Registrant’s Common Stock. If he elects to receive 100% of his total compensation in Common Stock, he will be entitled to receive additional compensation in shares of Common Stock equal to 30% of his total compensation. Under the Registrant’s Amended and Restated Outside Directors Deferral Plan, Mr. Royster may elect to defer all or a portion of his compensation.

In addition, Mr. Royster received, under the 2000 Stock Incentive Plan, an option on July 18, 2006 to purchase 10,000 shares of Common Stock. The exercise price of the option is the fair market value of the Common Stock on the date of grant. The option becomes exercisable six months after the date of grant and expires seven years from the date of grant.

The news release relating to Mr. Royster’s appointment is attached as Exhibit 99.1 to this Report and is incorporated by reference into this Item 5.02.

 

1


There is no family relationship between Mr. Royster and any other executive officer or any director of the Registrant. Mr. Royster has not had any transactions with the Registrant or its subsidiaries during 2005 or 2006.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.   

Description

99.1    News release issued by the Registrant on July 17, 2006

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: July 18, 2006    By:  

/s/ John Hamerski

     John Hamerski
     Vice President and Controller

 

2


EXHIBIT INDEX

 

Exhibit No.   

Description

99.1    News release issued by the Registrant on July 17, 2006
EX-99.1 2 dex991.htm PRESS RELEASE PRESS RELEASE

Exhibit 99.1

News Release

 

Hilb Rogal & Hobbs Company

4951 Lake Brook Drive

Glen Allen, Virginia 23060-9272

 

Press Contact: Liz Cougot, (804) 747-3120

IR Contact: Carolyn Jones, (804) 747-3108

Fax: (804) 747-6046

FOR IMMEDIATE RELEASE

July 17, 2006

HILB ROGAL & HOBBS ANNOUNCES APPOINTMENT OF SCOTT R. ROYSTER TO

BOARD OF DIRECTORS

RICHMOND, VA - Hilb Rogal & Hobbs Company (NYSE: HRH), the world’s eighth largest insurance and risk management intermediary, announced today that its board of directors has appointed Scott R. Royster to its board of directors effective immediately.

Mr. Royster is the executive vice president and chief financial officer of Lanham, Maryland-based Radio One, Inc., a diversified urban media company that primarily serves the African-American market. Radio One is the nation’s seventh largest radio broadcasting company, owning 71 stations in 22 urban markets, reaching approximately 14 million listeners weekly.

With a Bachelor of Arts degree in Economics from Duke University and an M.B.A. from Harvard Business School, Mr. Royster began his career in 1987 in the investment banking and private equity industries. After serving as an independent consultant to Radio One from 1995 to 1996, Mr. Royster was appointed the company’s CFO in 1996 and has since helped it to grow from six stations in 2 markets throughout the United States to its current size through acquisitions and organic growth. He has been involved in supporting Radio One’s recent diversification efforts into related media businesses, including TV One, a popular cable channel targeting African-Americans, and the acquisition of Reach Media, a syndication and content company. Mr. Royster serves on the boards of directors of Reach Media and Syndication One, and is very involved with a number of arts, business, and philanthropic organizations. In addition, he was recently named to the Board of Trustees of Arena Stage in Washington, D.C. and serves on the visiting committee of the Harvard Business School.

Martin L. Vaughan, III, chairman and chief executive officer of Hilb Rogal & Hobbs, commented, “Scott Royster’s vast experiences in strengthening and expanding organizations via acquisitions and organic growth will add a valuable viewpoint to our board. His strong background in investment banking and private equity will be an advantageous complement to our audit and finance committees as well. We look forward to welcoming Scott and his exceptional perspective to our board of outstanding business talent.”

Hilb Rogal & Hobbs is the eighth largest insurance intermediary in the United States, with over 120 offices throughout the United States and London. We at HRH help 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. We make it our business to understand our clients’ businesses, employees and risks, as well as the insurance and financial markets, so that we can find them the insurance and risk management 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 on the internet at www.hrh.com.

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