PICO HOLDINGS, INC. (NASDAQ:PICO) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02
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Termination of a Material Definitive Agreement.
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On March 18, 2016, PICO Holdings, Inc. (the Company) and Central
Square Management LLC, Central Square Capital LP, Central Square
Capital Master LP, Central Square GP LLC, Central Square GP II
LLC and Kelly Cardwell (collectively, Central Square) entered
into a Settlement Agreement (the Settlement Agreement). A copy of
the Settlement Agreement was filed as an exhibit to the Companys
Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 18, 2016.
Square Management LLC, Central Square Capital LP, Central Square
Capital Master LP, Central Square GP LLC, Central Square GP II
LLC and Kelly Cardwell (collectively, Central Square) entered
into a Settlement Agreement (the Settlement Agreement). A copy of
the Settlement Agreement was filed as an exhibit to the Companys
Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 18, 2016.
On December 1, 2016, as a result of the Company accelerating the
declassification of its Board of Directors (the Board), as
described further below, the Company and Central Square agreed to
terminate the Settlement Agreement, effective immediately. In
connection with the termination of the Settlement Agreement, the
Company agreed to reimburse Central Square for up to
$25,000>in expenses incurred in connection with the Settlement
Agreement and the termination of the Settlement Agreement.
declassification of its Board of Directors (the Board), as
described further below, the Company and Central Square agreed to
terminate the Settlement Agreement, effective immediately. In
connection with the termination of the Settlement Agreement, the
Company agreed to reimburse Central Square for up to
$25,000>in expenses incurred in connection with the Settlement
Agreement and the termination of the Settlement Agreement.
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On November 29, 2016, for the sole purpose of accelerating
the declassification of the Board, Howard B. Brownstein, Raymond
V. Marino II, Daniel B. Silvers and Eric H. Speron irrevocably
tendered their resignations from the Board, effective as of
immediately prior to the Companys 2017>Annual Meeting of
Shareholders (the 2017 Annual Meeting). As a result, the term of
office of all existing members of the Board will expire upon the
2017>Annual Meeting.
the declassification of the Board, Howard B. Brownstein, Raymond
V. Marino II, Daniel B. Silvers and Eric H. Speron irrevocably
tendered their resignations from the Board, effective as of
immediately prior to the Companys 2017>Annual Meeting of
Shareholders (the 2017 Annual Meeting). As a result, the term of
office of all existing members of the Board will expire upon the
2017>Annual Meeting.
The Corporate Governance and Nominating Committee of the Board
has recommended, and the Board has approved, the reduction in
size of the Board to five members immediately following the 2017
Annual Meeting. As part of this decision, Messrs. Raymond V.
Marino II and Howard B. Brownstein have informed the Board that
they do not intend to stand for election as directors upon the
expiry of their respective terms at the 2017 Annual Meeting. Each
of Andrew F. Cates, Michael J. Machado, Daniel B. Silvers, Eric
H. Speron and Maxim C.W. Webb will be nominated for election at
the 2017 Annual Meeting to serve as directors for a one year
term.
has recommended, and the Board has approved, the reduction in
size of the Board to five members immediately following the 2017
Annual Meeting. As part of this decision, Messrs. Raymond V.
Marino II and Howard B. Brownstein have informed the Board that
they do not intend to stand for election as directors upon the
expiry of their respective terms at the 2017 Annual Meeting. Each
of Andrew F. Cates, Michael J. Machado, Daniel B. Silvers, Eric
H. Speron and Maxim C.W. Webb will be nominated for election at
the 2017 Annual Meeting to serve as directors for a one year
term.
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Item 7.01
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Regulation FD Disclosure
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On December 2, 2016, the Company issued a press release
announcing a number of actions designed to further enhance its
corporate governance practices, including the matters described
in this Current Report, a copy of which is attached hereto as
Exhibit 99.1.
announcing a number of actions designed to further enhance its
corporate governance practices, including the matters described
in this Current Report, a copy of which is attached hereto as
Exhibit 99.1.
The information in this Item 7.01 and the attached Exhibit 99.1
is being furnished and shall not be deemed filed for the purposes
of Section 18 of the Securities and Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section.
The information in this Item 7.01 and the attached Exhibit 99.1
shall not be incorporated by reference into any registration
statement or other document to the Securities Act of 1933, as
amended.
is being furnished and shall not be deemed filed for the purposes
of Section 18 of the Securities and Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section.
The information in this Item 7.01 and the attached Exhibit 99.1
shall not be incorporated by reference into any registration
statement or other document to the Securities Act of 1933, as
amended.
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Item 8.01
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Other Events.
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On November 29, 2016, the Board, upon a recommendation from the
Corporate Governance and Nominating Committee of the Board,
determined that the 2017 Annual Meeting will be held on May 4,
2017. Because the date of the 2017>Annual Meeting differs by
more than 30 days from the anniversary date of the Companys 2016
Annual Meeting of Shareholders, the Company is providing this
information in accordance with Rule 14a5(f) under the Securities
Exchange Act of 1934, as amended (the Exchange Act).
Corporate Governance and Nominating Committee of the Board,
determined that the 2017 Annual Meeting will be held on May 4,
2017. Because the date of the 2017>Annual Meeting differs by
more than 30 days from the anniversary date of the Companys 2016
Annual Meeting of Shareholders, the Company is providing this
information in accordance with Rule 14a5(f) under the Securities
Exchange Act of 1934, as amended (the Exchange Act).
Shareholders of the Company who wish to have a proposal
considered for inclusion in the Companys proxy materials for the
2017>Annual Meeting to Rule 14a-8 under the Exchange Act, must
ensure that, to Rule 14a-8(e)(2) under the Exchange Act, such
proposal is received by the Companys Secretary on or before the
close of business on February 3, 2017, which the Company has
determined to be a reasonable time before it expects to begin to
print and send such proxy materials. Any such proposal must also
meet the requirements set forth in the applicable rules and
regulations of the Securities and Exchange Commission in order to
be eligible for inclusion in such proxy materials.
considered for inclusion in the Companys proxy materials for the
2017>Annual Meeting to Rule 14a-8 under the Exchange Act, must
ensure that, to Rule 14a-8(e)(2) under the Exchange Act, such
proposal is received by the Companys Secretary on or before the
close of business on February 3, 2017, which the Company has
determined to be a reasonable time before it expects to begin to
print and send such proxy materials. Any such proposal must also
meet the requirements set forth in the applicable rules and
regulations of the Securities and Exchange Commission in order to
be eligible for inclusion in such proxy materials.
In order for shareholder proposals that are submitted outside of
Rule 14a-8 under the Exchange Act and are intended to be
considered by the shareholders at the 2017>Annual Meeting to
be considered timely, the proposal must be received by the
Companys Secretary no earlier than the close of business on
January 4, 2017>and not later than the close of business on
February 3, 2017.
Rule 14a-8 under the Exchange Act and are intended to be
considered by the shareholders at the 2017>Annual Meeting to
be considered timely, the proposal must be received by the
Companys Secretary no earlier than the close of business on
January 4, 2017>and not later than the close of business on
February 3, 2017.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit Number
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Description
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99.1
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Press Release of PICO Holdings, Inc. dated December 2,
2016. |
Important Additional Information and Where to Find It
The Company, its directors and certain of its executive officers
and employees may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the
2017 Annual Meeting. The Company plans to file a proxy statement
with the U.S. Securities and Exchange Commission (the SEC) in
connection with the solicitation of proxies for the 2017 Annual
Meeting (the 2017 Proxy Statement). SHAREHOLDERS ARE URGED TO
READ THE 2017 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE
COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Additional information regarding the identity of
these potential participants and their direct or indirect
interests, by security holdings or otherwise, will be set forth
in the 2017 Proxy Statement and other materials to be filed with
the SEC in connection with the 2017 Annual Meeting. Information
relating to the foregoing can also be found in The Companys
definitive proxy statement for its 2016 Annual Meeting of
Shareholders (the 2016 Proxy Statement), filed with the SEC on
May 31, 2016. To the extent holdings of the Companys securities
by such potential participants have changed since the amounts
printed in the 2016 Proxy Statement, such changes have been or
will be reflected on Statements of Change in Ownership on Forms 3
and 4 filed with the SEC.
and employees may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the
2017 Annual Meeting. The Company plans to file a proxy statement
with the U.S. Securities and Exchange Commission (the SEC) in
connection with the solicitation of proxies for the 2017 Annual
Meeting (the 2017 Proxy Statement). SHAREHOLDERS ARE URGED TO
READ THE 2017 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE
COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Additional information regarding the identity of
these potential participants and their direct or indirect
interests, by security holdings or otherwise, will be set forth
in the 2017 Proxy Statement and other materials to be filed with
the SEC in connection with the 2017 Annual Meeting. Information
relating to the foregoing can also be found in The Companys
definitive proxy statement for its 2016 Annual Meeting of
Shareholders (the 2016 Proxy Statement), filed with the SEC on
May 31, 2016. To the extent holdings of the Companys securities
by such potential participants have changed since the amounts
printed in the 2016 Proxy Statement, such changes have been or
will be reflected on Statements of Change in Ownership on Forms 3
and 4 filed with the SEC.
Shareholders will be able to obtain the 2017 Proxy Statement, any
amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC for no charge at the
SECs website at www.sec.gov. Copies will also be available at no
charge at the Companys website
(http://investors.picoholdings.com) or by writing to the Companys
Corporate Secretary at PICO Holdings, Inc., 7979 Ivanhoe Avenue,
Suite 300, La Jolla, CA 92037 or by calling the Companys
Corporate Secretary at (858) 456-6022.
amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC for no charge at the
SECs website at www.sec.gov. Copies will also be available at no
charge at the Companys website
(http://investors.picoholdings.com) or by writing to the Companys
Corporate Secretary at PICO Holdings, Inc., 7979 Ivanhoe Avenue,
Suite 300, La Jolla, CA 92037 or by calling the Companys
Corporate Secretary at (858) 456-6022.
About PICO HOLDINGS, INC. (NASDAQ:PICO)
PICO Holdings, Inc. (PICO) is a holding company. The Company’s segments include Water Resource and Water Storage Operations; Real Estate Operations, and Corporate. PICO’s subsidiary, Vidler Water Company, Inc. (Vidler), acquires and develops water resources and water storage operations in the southwestern United States, with assets and operations in Nevada, Arizona, Colorado and New Mexico. PICO develops new sources of water for municipal and industrial use, either from existing supplies of water, such as water used for agricultural purposes, acquiring unappropriated water, or discovering new water sources. The Real Estate Operations are conducted through UCP, Inc., which is a homebuilder and land developer in markets located in California, Washington State, North Carolina, South Carolina and Tennessee. The Corporate segment includes its investments in small businesses, typically venture capital-type situations and also includes the results from a portfolio of equity securities. PICO HOLDINGS, INC. (NASDAQ:PICO) Recent Trading Information
PICO HOLDINGS, INC. (NASDAQ:PICO) closed its last trading session 00.00 at 14.55 with 78,020 shares trading hands.
