STEWART INFORMATION SERVICES CORPORATION (NASDAQ:STC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements for Certain Officers.
On December 28, 2016, the Board of Directors of the Company (the
Board) appointed each of Clifford A. Bradley and Frederick H.
Eppinger (collectively, the New Independent Directors) to the
From 2005 to 2015, Mr. Bradley served as the Chairman and Chief
Executive Officer of AMERISAFE, Inc., an insurance holding
company. Prior to his experience at AMERISAFE, Inc., Mr. Bradley
served as a state representative in the Louisiana House of
Representatives from 1984 to 1992. Mr. Bradley also served as a
director for the National Council on Compensation Insurance, Inc.
from 2012 until 2016.
From 2003 to 2016, Mr. Eppinger served as the President, Chief
Executive Officer and director of Hanover Insurance Group (fka
Allmerica Financial Corp), a holding company whose business
operations include insurance products and services in the
property and casualty operating segments. Mr. Eppinger currently
serves as a director for the Centene Corporation.
Neither Mr. Bradley nor Mr. Eppinger has been appointed to serve
on any committee of the Board at this time. As of the date of his
appointment, neither of Messrs. Bradley and Eppinger has entered
into or proposed to enter into any transactions required to be
reported under Item 404(a) of Regulation S-K. Upon their
appointment to the Board, each of Messrs. Bradley and Eppinger
was awarded a proration of their annual compensation and retainer
fees equal to $13,150.68 in cash and 435 shares of common stock,
par value $1.00 per share, of the Company. Going forward, each of
Messrs. Bradley and Eppingers annual compensation and retainer
fees will be consistent with that provided to the Companys other
non-management directors. Annual Board compensation for
non-management directors was comprised of the following fees for
the year following the Companys 2016 annual meeting of
|Annual cash Board retainer of $40,000|
Annual stock Board retainer of $60,000, which is fully vested
at the time of grant
Annual cash Committee Chair retainers in the following
|Nominating and Corporate Governance$10,000|
|Meeting fees in the following amounts:|
Board of Directors$3,000 in-person/$2,000 telephonic (in the
event a director must travel from out of state, an additional
$1,000 fee is paid)
|Nominating and Corporate Governance $2,000|
Directors have the option to take the entire annual Board
retainer in stock. If they choose this option, they will be
granted a 15% bonus on the portion that would otherwise be paid
in cash, payable in stock only. In addition, the Company
reimburses reasonable expenses incurred for attendance at Board
and committee meetings.
Also on December 28, 2016, in accordance with their advance
irrevocable resignation letters delivered to the Company in
connection with that certain agreement (the Agreement), dated as
of October 17, 2016, by and among the Company and Starboard Value
LP and certain of its affiliates (collectively, Starboard),
Laurie C. Moore and Governor Frank Keating resigned from the
Board of Directors and all applicable committees thereof
effective upon the Boards appointment of the New Independent
Directors. Prior to her resignation, Ms. Moore served as a member
of the Audit Committee of the Board and the Compensation
Committee of the Board. Prior to his resignation, Gov. Keating
served as a member of the Compensation Committee of the Board.
The appointment of the New Independent Directors to the Board
fulfills the Companys obligations under the Agreement to appoint
two new directors who qualify as independent to the New York
Stock Exchange listing standards and the rules and regulations of
the U.S. Securities and Exchange Commission.
A copy of the Companys press release announcing the appointment
of the New Independent Directors to the Board is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
Item 9.01Financial Statements and Exhibits.
Press release regarding the appointment of two new directors
issued by Stewart Information Services Corporation on January