Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
February
9,
2010
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Penn
Millers Holding Corporation
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(Exact
name of registrant as specified in its
charter)
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Pennsylvania
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001-34496
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80-0482459
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(State
or other jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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72
North Franklin Street, Wilkes-Barre, Pennsylvania
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18773
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(800)
233-8347
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Penn
Millers Holding Corporation (“Penn Millers”) is pleased to announce the
appointment of Keith A. Fry, age 54, as Senior Vice President of Commercial
Business effective February 15, 2010. The role of Senior Vice
President of Commercial Business is a new position at Penn Millers.
Mr. Fry
has more than 30 years of experience in the insurance business and has been the
President and Chief Executive Officer of Great Lakes Casualty Insurance, a
Michigan-based property and casualty insurer rated “A” by A.M. Best Company,
Inc. since 2006. From 2004 to 2006, Mr. Fry founded and was managing
partner of West Falmouth Associates LLC, a management consulting business, which
utilized organizational psychologists and former senior executives to advise
chief executive officers and boards of directors on effective corporate strategy
and people management. Mr. Fry graduated magna cum laude with a
bachelor of science degree in business management from University of Maryland
and is a Chartered Property & Casualty Underwriter.
Fry was
in various roles at Harleysville Insurance and its subsidiaries from 1984 to
2004. From 2002 to 2004, he served as the Senior Vice President of Subsidiary
Operations, where he was responsible for five regional property and casualty
insurance company subsidiaries with total annual premiums of $550 million and a
life insurance company subsidiary with $75 million in annual premiums.
Throughout his tenure at Harleysville Insurance, Mr. Fry was responsible for
initiating and leading process improvements that improved underwriting
performance in the millions of dollars.
Mr. Fry’s
initial annual base salary will be $160,000 and he will be eligible to
participate in the benefit plans which Penn Millers’ offers to its other
employees, including participation in our group life, accident and health and
disability insurance plans, our Employee Stock Ownership Plan, our 401(k) Plan,
and our Success Sharing Bonus Plan. As a Senior Vice President, Mr.
Fry will be eligible to participate in our long-term incentive programs and
perquisite stipend program (in lieu of other perquisite reimbursements, such as
for an automobile or country club memberships), as approved by our Board of
Directors. Additionally, Mr. Fry will be entitled to reimbursement for certain
reasonable relocation expenses, including temporary storage for certain
household and personal effects, the closing costs related to the sale of his
current home and the purchase price of a new home, and the real estate
commissions incurred in the sale of his home.
In
connection with Mr. Fry’s appointment, he entered into an employment agreement
with Penn Millers. If Mr. Fry is terminated without Cause absent a
Change in Control (as such terms are defined in his employment agreement), he
will be entitled to receive the continuation of his compensation and healthcare
benefits then in effect for a period of one year and outplacement services in an
amount not to exceed $10,000 (if terminated prior to age
62).
If Mr.
Fry is terminated without Cause, or voluntarily terminates his employment for
Good Reason, on or within 24 months after a Change in Control (as such terms are
defined in his employment agreement), he would be entitled to receive a lump sum
payment of one times his current base salary and the continuation of his base
salary for a period of one year. In addition, he would be entitled to
health care benefits for the two years following his termination date, a
lump-sum payment equal to two times his annual stipend, and outplacement
services in an amount not to exceed $10,000 (if terminated prior to age 62), a
pro-rata payment under the Success Sharing Plan based on his actual performance,
and the immediate and full vesting of all equity awards with performance-based
awards paid at target levels.
During
the employment period and Restricted Period, Mr. Fry may not directly or
indirectly, own, manage, operate, render services for (as a consultant or an
advisor) or accept any employment with Nationwide Agribusiness Insurance
Company, Michigan Millers Insurance Company or Westfield Insurance Company; the
agribusiness insurance business of any other insurance company whose business
has, or reasonably be expected to have, a material adverse effect on Penn
Millers’ insurance business; and any other property and casualty insurance or
reinsurance line of business within a 50 mile radius of Wilkes-Barre,
Pennsylvania to the extent that such ownership, management, operating, rendering
of services or employment (and the activities necessarily incident thereto)
have, or could reasonably be expected to have, a material adverse effect on the
Penn Millers’ insurance business. The “Restricted Period” will be a period of 12
months following his termination without Cause absent a Change in Control, or a
period of 24 months following his termination without Cause, or voluntary
termination for Good Reason, on or within 24 months after a Change in
Control.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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10.1
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Employment
Agreement between Penn Millers Holding Corporation, Penn Millers Insurance
Company and Keith A. Fry
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99.1
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Penn
Millers Holding Corporation Press Release announcing the appointment of
Keith Fry as Senior Vice President of Commercial
Business
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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PENN
MILLERS HOLDING CORPORATION
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Dated:
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February 9, 2010
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By:
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/s/ Michael O. Banks
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Michael
O. Banks
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Executive
Vice President and Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Employment
Agreement between Penn Millers Holding Corporation, Penn Millers Insurance
Company and Keith A. Fry
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99.1
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Penn
Millers Holding Corporation Press Release announcing the appointment of
Keith Fry as Senior Vice President of Commercial
Business
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