-----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, L91h+CIPHHIE28Hszgu1ZPczI5YRbgvDLwh208fbM+6dOOXqc0Y8wRB7aqi2OC4z Si3G9CnVkf+miZZJDaWUHA== 0001299933-07-001113.txt : 20070223 0001299933-07-001113.hdr.sgml : 20070223 20070223152412 ACCESSION NUMBER: 0001299933-07-001113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070221 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070223 DATE AS OF CHANGE: 20070223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTFORD FINANCIAL SERVICES GROUP INC/DE CENTRAL INDEX KEY: 0000874766 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 133317783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13958 FILM NUMBER: 07645570 BUSINESS ADDRESS: STREET 1: ONE HARTFORD PLAZA CITY: HARTFORD STATE: CT ZIP: 06155 BUSINESS PHONE: 8605475000 MAIL ADDRESS: STREET 1: ONE HARTFORD PLAZA CITY: HARTFORD STATE: CT ZIP: 06155 FORMER COMPANY: FORMER CONFORMED NAME: ITT HARTFORD GROUP INC /DE DATE OF NAME CHANGE: 19930328 8-K 1 htm_18410.htm LIVE FILING The Hartford Financial Services Group, Inc. (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):   February 21, 2007

The Hartford Financial Services Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-13958 13-3317783
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
Hartford Plaza, Hartford, Connecticut   06115-1900
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   860-547-5000

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 7.01 Regulation FD Disclosure.

Named Executive Officer Compensation

The Chief Executive Officer, the Chief Financial Officer and the three other most highly compensated executive officers (together, the "named executive officers") of The Hartford Financial Services Group, Inc. (the "Company") receive (i) annual cash compensation in the form of base salaries and incentive compensation and (ii) long-term incentive awards in the form of stock options, performance shares, restricted stock and restricted stock units. For 2006, the Company’s named executive officers were Ramani Ayer, Chairman, President and Chief Executive Officer; Thomas M. Marra, Executive Vice President; David K. Zwiener, Executive Vice President; David M. Johnson, Executive Vice President and Chief Financial Officer; and Neal S. Wolin, Executive Vice President and General Counsel.

The Compensation and Personnel Committee (the "Committee") of the Company’s Board of Directors oversees and reviews the Company’s executive compensation polic ies and programs and approves the form and amount of compensation to be paid to executive officers. Each of the members of the Committee is independent of the Company and its management under the standards set forth in the Company’s Corporate Governance Guidelines and in accordance with the requirements of the listing standards of the New York Stock Exchange.

2006 Cash Incentive Award Criteria

The named executive officers participate in an annual incentive program under which a maximum annual incentive award for each named executive officer is determined by reference to an incentive pool of funds. The total incentive pool was equal to 1.0% of total adjusted Company core earnings for 2006 as defined by the Committee (the "Incentive Pool"). Relative to this Incentive Pool, the Committee determined that the maximum annual incentive award payable to each named executive officer was to be the least of: (1) the percentage of the Incentive Pool allocated to him identified below, (2) 300% of his base salary in effect at the end of 2006, or (3) $5 million. The percentage of the Incentive Pool allocated to Mr. Ayer was 30%. The percentage of the Incentive Pool allocated to each of Messrs. Marra and Zwiener was 20%. The percentage of the Incentive Pool allocated to each of Messrs. Johnson and Wolin was 15%. The actual annual incentive award granted to a participant is determined by the Committee, which retains negative discretion to reduce or eliminate (but not increase) an award to any named executive officer based on its evaluation of the named executive officer’s performance. In determining the actual award payable to each named executive officer, the Committee reviews business performance criteria such as adjusted core earnings and return on equity as well as individual performance against key strategic leadership objectives established at the beginning of the performance period. The Committee generally reviews and makes annual incentive compensation awards in February of each year.

2007 Cash Incentive Award Criteria

The Committee has determined that the Incentive Pool for 2007 will be 1.0% of total adjusted Company core earnings for 2007, as defined by the Committee. Relative to this Incentive Pool, the Committee determined that the maximum annual incentive award payable to each named executive officer will be the least of: (1) the percentage of the Incentive Pool allocated to him identified below, (2) 300% of his annual incentive target established by the Committee at the beginning of the performance period, or (3) $5 million. The percentage of the Incentive Pool allocated to the Chief Executive Officer will be 30%, 20% of the Incentive Pool will be allocated to each of the two highest paid executive officers other than the Chief Executive Officer, and 15% of the Incentive Pool will be allocated to each of the next two highest paid executive officers. The actual annual incentive award granted to a participant will be determined by the Committee, which will retain negative discretion to reduce or eliminate (but not increase) an award to any named executive officer based on its consideration of any extraordinary financial events which may occur during the year, as well as such objective or subjective individual or business performance criteria as the Committee may deem appropriate in assessing performance, and other relevant operating and strategic business results applicable to an individual participant.

Achievement of Performance Objectives for the January 1, 2004 – December 31, 2006 Performance Period

On February 18, 2004, the Committee determined to give executives of the Company the opportunity to earn shares of common stock of the Company contingent on the Company achieving one or more performance objectives over the January 1, 2004 – December 31, 2006 performance period established by the Committee ("2004 Performance Shares"). On February 21, 2007, based on the level of the Company’s performance relative to the pre-established perfo rmance objectives, the Committee determined to award a maximum payout amount to each participant. The Committee in its sole discretion has elected to pay such awards entirely in common stock of the Company. In accordance with the Company’s administrative procedures, portions of the awarded shares will be withheld to satisfy the statutory tax withholding obligations associated with the awards.

Information regarding the 2004 Performance Share payouts to each named executive officer is set forth on Exhibit 99.1 attached hereto and incorporated herein by reference.

Annual Cash Compensation and Long-Term Incentive Awards

Set forth on Exhibit 99.1 attached hereto and incorporated herein by reference is information for each named executive officer relating to: (i) the cash incentive award in respect of the year ended December 31, 2006, (ii) base salary information for 2007, and (iii) long-term incentive award determinations made by the Committee on February 21, 2007.

The Compan y intends to provide additional information regarding other compensation awarded to the named executive officers in respect of and during the year ended December 31, 2006 in the proxy statement for its 2007 Annual Meeting of Shareholders.

Non-employee Director Compensation

On February 21, 2007, the Board of Directors approved an increase in the annual retainer payable to the chairperson of the Board’s Compensation and Personnel Committee from $10,000 to $25,000. This increase is effective commencing on May 16, 2007, the date of the Company’s next annual meeting of shareholders. A summary of the Company’s non-employee director compensation for the 2007-2008 board year is set forth on Exhibit 99.2 attached hereto and is incorporated herein by reference.

The Company intends to provide additional information regarding other compensation awarded to the non-employee directors in respect of and during the year ended December 31, 2006 in the proxy statement for its 2007 Ann ual Meeting of Shareholders.





Item 9.01 Financial Statements and Exhibits.

Exhibit No.

99.1 Summary of Certain 2006-2007 Compensation for Named Executive Officers

99.2 Summary of 2007-2008 Compensation for Non-Employee 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.

         
    The Hartford Financial Services Group, Inc.
          
February 23, 2007   By:   Neal S. Wolin
       
        Name: Neal S. Wolin
        Title: Executive Vice President and General Counsel


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Summary of Certain 2006-2007 Compensation for Named Executive Officers
99.2
  Summary of 2007-2008 Compensation for Non-Employee Directors
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

EXHIBIT 99.1

Cash Incentive Awards

On February 21, 2007, the Compensation and Personnel Committee (the “Committee”) of the Company’s Board of Directors awarded the following 2006 annual cash incentives:

         
Ramani Ayer
  $ 3,650,000  
Thomas Marra
  $ 2,316,000  
David Zwiener
  $ 2,232,000  
David Johnson
  $ 1,517,000  
Neal Wolin
  $ 1,517,000  
 
       
Base Salary
       
 
       
The 2007 base salary for each named executive officer, which became effective as of February 1, 2007, is set forth below:
Ramani Ayer
  $ 1,150,000  
Thomas Marra
  $ 990,000  
David Zwiener
  $ 990,000  
David Johnson
  $ 711,000  
Neal Wolin
  $ 711,000  

Stock Options1

On February 21, 2007, the Committee determined to award, effective the second trading day following the filing of the Company’s Form 10-K for the year ended December 31, 2006 (the “Award Date”), options to purchase the number of shares of common stock with the dollar values listed below. The option exercise price per option awarded on the grant date shall be equal the closing price of the Company’s common stock on the New York Stock Exchange on the date of the grant. The number of stock options awarded on the Award Date shall be determined by dividing the dollar value of the award by the value per option established using a binomial lattice option pricing model based on the closing price per share of Company Common Stock on the New York Stock Exchange on the date of the grant, in accordance with Financial Accounting Standards Board Statement No. 123®, Share-Based Payment (“FAS 123R”). This value shall not be reduced to reflect estimated forfeitures during the period.

         
Ramani Ayer
  $ 2,000,000  
Thomas Marra
  $ 1,100,000  
David Zwiener
  $ 1,100,000  
David Johnson
  $ 594,000  
Neal Wolin
  $ 477,333  

Restricted Stock

No shares of restricted stock have been awarded to any named executive officers in 2007.

Restricted Stock Units2

On February 21, 2007, the Committee determined to award on the Award Date, restricted stock units with the dollar values listed below. The number of restricted stock units awarded on the Award Date shall be determined by dividing the dollar value of the award by the closing price per share of Company’s Common Stock on the New York Stock Exchange on the date of the grant, in accordance with FAS 123R:

         
Ramani Ayer
  $ 2,000,000  
Thomas Marra
  $ 1,100,000  
David Zwiener
  $ 1,100,000  
David Johnson
  $ 594,000  
Neal Wolin
  $ 477,333  

Performance Shares3

On February 21, 2007, the Committee determined to award on the Award Date, performance shares with the dollar values listed below. The number of performance shares to be awarded shall be determined by dividing the dollar value of the award by the grant date value per performance share based on the closing stock price on the New York Stock Exchange on the date of the grant. Because dividends are not paid on performance shares during the three-year performance period, the grant date value of a Performance Share is slightly less than the closing stock price on the New York Stock Exchange on the date of the grant. The value per performance share is determined by discounting the closing stock price by the present value of projected dividend payments over the performance period, in accordance with FAS 123R:

         
Ramani Ayer
  $ 2,000,000  
Thomas Marra
  $ 1,100,000  
David Zwiener
  $ 1,100,000  
David Johnson
  $ 594,000  
Neal Wolin
  $ 477,333  

Performance Share Award Payouts

On February 21, 2007, the Committee determined to payout, effective February 21, 2007, performance share awards to the named executive officers for the performance period from January 1, 2004 through December 31, 2006 in the common stock amounts listed below:

                 
Ramani Ayer
            64,404  
Thomas Marra
    42,430          
David Zwiener
    42,430          
David Johnson
    22,730          
Neal Wolin
    12,880          

On February 21, 2007, the closing price of the Company’s common stock on the New York Stock Exchange was $97.11.

1 The stock options awarded in 2007 will vest upon the later of: (i) the date upon which the closing price of the underlying stock on the New York Stock Exchange equals or exceeds 125% of the option exercise price for a period of at least 10 consecutive trading days, and (ii) three years from the grant date.

2 Each restricted stock unit represents a contractual right to receive one share of common stock of the Company at the end of a three year service period.

3 Performance shares represent shares of common stock of the Company which vest upon the Companys achievement of one or more performance objectives over the performance period established by the Committee. The performance shares will not vest and become payable unless and until the Committee determines, following the end of the performance period, that the performance objectives have been met. The Committee in its sole discretion may elect to pay such awards in shares of common stock, or part in shares of common stock and part in cash, or entirely in cash.

EX-99.2 3 exhibit2.htm EX-99.2 EX-99.2

Exhibit 99.2

The Hartford Financial Services Group, Inc.

2007-2008 Compensation of Non-Employee Directors

— For the annual service period beginning on May 16, 2007, the date of the next Annual Meeting
of Shareholders—

     
Standard Fees    
 
  Annual Restricted Stock Award
Description:
 
  $150,000 valuation
Granted on the date of the Annual Meeting of Shareholders
Vests three years from the date of the award
 
   
 
  Annual Retainer Payable in Cash
Description:
 
  $45,000
Payable immediately following the Annual Meeting of Shareholders
 
   
 
  Meeting Fee
Description:
 
  for each meeting of the Board of Directors attended
$2,500 per meeting
 
   
 
  Fee for each Committee meeting attended
Description:
 
  $2,000 per meeting
 
   
 
  Committee Chairperson Annual Retainer
Description:
 
  $10,000 for the chairpersons of each of the Legal and Public Affairs Committee and the Nominating and Corporate Governance Committee
$25,000 for the chairpersons of each of the Audit Committee and the Compensation and Personnel Committee
 
   
Other
 
 
   
 
  Deferred Compensation Plan
Description:
 
  May defer all or any portion of cash compensation into The Hartford Deferred Compensation Plan
May defer all or any portion of cash compensation into The Hartford 2005 Incentive Stock Plan.
 
   
 
  Insurance
Description:
 
  $100,000 of group life insurance and $750,000 of AD&D
Directors may purchase additional voluntary AD&D insurance
 
   
 
  Reimbursable Expenses
Description:
 
  Travel and related expenses incurred in connection with service on the Board of Directors and its Committees
All reasonable expenses incurred for director education
 
   

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