PICO HOLDINGS, INC. (NASDAQ:PICO) 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.
(b) On March8, 2018, Daniel Silvers notified PICO Holdings, Inc. (the “Company”) of his decision not to stand for re-election at the Company’s 2018 Annual Meeting of Stockholders.
(d)On March 8, 2018, the Company’s Board of Directors (the “Board”) appointed Dorothy Timian-Palmer and Nicole Weymouth to serve as directors of the Company, effective immediately. Ms. Weymouth, who was also appointed to the Compensation Committee, Audit Committee and Corporate Governance and Nominating Committee of the Board, will receive compensation for her services under the Company’s Amended and Restated Nonemployee Director Compensation Policy, a copy of which has been filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2018. Ms. Timian-Palmer currently serves as the President and Chief Executive Officer of Vidler Water Company, Inc., a wholly-owned subsidiary of the Company, and therefore will not receive any compensation in connection with her service on the Board.
In connection with their appointment as directors, Ms. Weymouth and Ms. Timian-Palmer will each enter into the Company’s standard form of indemnification agreement.
Additional information about Ms. Weymouth and Ms. Timian-Palmer can be found in the press release issued by the Company on March12, 2018, a copy of which is attached hereto as Exhibit 99.1.
Financial Statements and Exhibits
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 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.
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 stockholders in connection with the Company’s 2018 Annual Meeting of Stockholders (the “Annual Meeting”). The Company plans to file a proxy statement with the SEC in connection with the solicitation of proxies for the Annual Meeting (the “2018 Proxy Statement”). STOCKHOLDERS ARE URGED TO READ THE 2018 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 2018 Proxy Statement and other materials to be filed with the SEC in connection with the Annual Meeting. Information relating to the foregoing can also be found in the Company’s definitive proxy statement for its 2017 Annual Meeting of Stockholders (the “2017 Proxy Statement”), filed with the SEC on March 21, 2017. To the extent holdings of the Company’s securities by such potential participants have changed since the amounts printed in the 2017 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.
Stockholders will be able to obtain the 2018 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 SEC’s website at www.sec.gov.
PICO HOLDINGS INC /NEW ExhibitEX-99.1 2 ex991strtegicalternativesa.htm EX 99.1 PRESS RELEASE FOR STRATEGIC ALTERNATIVES UPDATE AND BOARD CHANGES Exhibit NEWS RELEASEFOR IMMEDIATE RELEASEPICO HOLDINGS,…To view the full exhibit click here 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.