INFINITY PROPERTY AND CASUALTY CORPORATION (NASDAQ:IPCC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 10, 2017, Infinity Property and Casualty Corporation’s (the “Company”) entered into amendments (each an “Amendment 1”) to each of the employment agreements between it and James R. Gober, Glen N. Godwin, and Samuel J. Simon (the “Employment Agreements”), dated September 11, 2014, and filed as Exhibits 10.1, 10.2, and 10.4, respectively, to the Registrant’s Current Report on Form 8-K on September 17, 2014.
The changes to the Employment Agreements resulting from Amendment 1 are summarized below, which summary is qualified in its entirety by the full text of each Amendment No. 1 to the Employment Agreements for Messrs. Gober, Godwin, and Simon, filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Form 8-K and incorporated by reference as if fully set forth herein:
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Section 1.1 was amended to extend the term of the Employment Agreements for Messrs. Godwin and Simon until November 10, 2017, and for Mr. Gober until February 28, 2018. |
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Section 1.2 was amended to reflect the current titles for Messrs. Gober, Godwin, and Simon, which are Executive Chairman, Chief Executive Officer, and President and General Counsel, respectively. |
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Sections 1.2, 3.1(b), and 5.7 of Mr. Godwin’s Employment Agreement was amended by deleting, where applicable, the phrase “Chief Executive Officer” and replacing it with “Board of Directors” to reflect that Mr. Godwin now reports directly to the Board of Directors (the "Board"). |
The Board's Compensation Committee is currently, with the assistance of its compensation consultant, reviewing the compensation of the Company’s named executive officers (“NEOs”). Following completion of this review, the Company anticipates that the Compensation Committee will approve changes to certain NEOs’ compensation to reflect the recent changes in the Company’s management structure and that the Board will authorize entry into new employment agreements with Messrs. Godwin and Simon.
On August 9, 2017, Scott C. Pitrone’s employment with the Company was terminated. As a result of this employment termination and upon execution of a general waiver and release of claims, Mr. Pitrone shall be entitled to receive certain compensatory payments to Section3.3 of the employment agreement between the Company and Mr.Pitrone, dated September 11, 2014, and filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on September 17, 2014.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
Description |
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10.1 |
Amendment No. 1 to the Employment Agreement for Mr. Gober |
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10.2 |
Amendment No. 1 to the Employment Agreement for Mr. Godwin |
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10.3 |
Amendment No. 1 to the Employment Agreement for Mr. Simon |
INFINITY PROPERTY & CASUALTY CORP ExhibitEX-10.1 2 ex101-goberamendment_no1.htm GOBER AMENDMENT Exhibit AMENDMENT NO. 1 TO THEEMPLOYMENT AGREEMENTTHIS AMENDMENT NO. 1 (“Amendment”) is made and entered into this 10th day of August,…To view the full exhibit click here
About INFINITY PROPERTY AND CASUALTY CORPORATION (NASDAQ:IPCC)
Infinity Property and Casualty Corporation is a holding company that, through its subsidiaries, provides personal automobile insurance with a focus on the nonstandard market. The Company writes personal automobile insurance with a concentration on nonstandard automobile insurance, mono-line commercial vehicle insurance and classic collector automobile insurance. It also writes standard and preferred personal auto insurance, mono-line commercial auto insurance and classic collector automobile insurance. Personal Automobile is its insurance product, which provides coverage to individuals for liability to others for bodily injury and property damage and for physical damage to an insured’s own vehicle from collision and various other perils. Commercial Vehicle provides coverage to businesses for liability to others for bodily injury and property damage and for physical damage to vehicles from collision. Classic Collector provides protection for classic collectible automobiles.
