INFINITY PROPERTY AND CASUALTY CORPORATION (NASDAQ:IPCC) Files An 8-K Results of Operations and Financial ConditionItem 2.02Results of Operations and Financial Condition.
On August3, 2017, Infinity Property and Casualty Corporation (the "Company" or the "Registrant")issued a press release announcing its financial results for the six months ended June30, 2017. A copy of the press release is furnished as Exhibit 99 to this report and is incorporated herein by reference.
The information in this Item 2.02 of Form 8-K and in the press release attached as Exhibit 99 is being furnished and shall not be deemed "filed" for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Form 8-K and Exhibit 99 shall not be incorporated by reference in any filing or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing or document.
Item 2.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 1, 2017, the Company's Board of Directors (the “Board”) increased the size of the Board by one directorship and elected Glen N. Godwin to fill the newly created vacancy with the term of such directorship beginning August 1, 2017, and expiring at the next annual meeting of shareholders. Mr. Godwin was not appointed to serve on any committees of the Board.
On August 1, 2017, the Board elected James R. Gober to serve as Executive Chairman, Glen N. Godwin to serve as Chief Executive Officer, and Samuel J. Simon to serve as President and General Counsel, with the term of each such individual’s office expiring at the 2018 annual meeting of shareholders and until his successor is duly elected and qualified or until his earlier resignation or removal.
On August 1, 2017, the Board determined the Company’s “principal executive officer,” “principal financial officer,” and “principal accounting officer” are Glen N. Godwin, Chief Executive Officer; Robert H. Bateman, Executive Vice President, Chief Financial Officer, and Treasurer; and Amy K. Jordan, Senior Vice President and Controller; respectively. Ms. Jordan, age 43, was elected Senior Vice President and Controller in May 2017. She has served in various capacities with Infinity and its affiliates since 1993, including most recently as Vice President and Controller from May 2012 until May 2017.
Item 2.02 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 1, 2017, the Board voted to amend and restate the Company’s regulations (the “Regulations”) to
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establish that the Company shall, rather than may, elect a Chief Executive Officer, |
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provide that, in addition to the Chairman and the President, the Chief Executive Officer: |
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may, if so designated by the Board, determine the date, time, and location of the annual meeting of shareholders, |
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call special meetings of the shareholders or of the Board, and |
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may preside at all shareholders’ meetings, and |
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eliminate the requirement that the Chief Executive Officer also serve as either Chairman or President. |
The foregoing description of the changes to the Regulations does not purport to be complete and is qualified by reference to the full text of the Regulations of the Company, Amended and Restated as of August 1, 2017, attached as Exhibit 3 to this Form 8-K.
Item 2.02 Financial Statements and Exhibits
(d) Exhibits.
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Regulations of Infinity Property and Casualty Corporation, Amended and Restated as of August 1, 2017. |
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Press release dated August 3, 2017. |
INFINITY PROPERTY & CASUALTY CORP ExhibitEX-3 2 exhibit3regulationsdraftam.htm EXHIBIT 3 Exhibit REGULATIONS———–OF–INFINITY PROPERTY AND CASUALTY CORPORATION (THE “CORPORATION”)————————————————————–AMENDED AND RESTATED AS OF AUGUST 1,…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.