Attached files
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| EX-3.2 - SELECTIVE INSURANCE GROUP INC | v204554_ex3-2.htm |
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
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Date
of Report (Date of earliest event reported)
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December
3, 2010
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SELECTIVE INSURANCE GROUP,
INC.
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(Exact
name of registrant as specified in its charter)
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New Jersey
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001-33067
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22-2168890
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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40 Wantage Avenue, Branchville, New
Jersey
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07890
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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
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(973)
948-3000
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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))
Section
5 – Corporate Governance and Management
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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On December 3, 2010, the Board of
Directors of Selective Insurance Group, Inc. (the "Company") adopted amendments
to the Company’s By-Laws. The revised By-Laws amended the provisions
relating to stockholder’s advance notice regarding business to be brought before
an annual meeting and director nominations. The amended By-Laws require
stockholders to deliver advance written notice not later than 120 days and not
earlier than 150 days (changed from not later than 90 days and not earlier than
120 days) prior to the first anniversary of the preceding year’s annual meeting
of stockholders, subject to certain exceptions, and clarify certain disclosure
requirements for such advance written notice to be in a proper
form. Accordingly, a notice of a stockholder proposal for the 2011
Annual Meeting, submitted outside of Rule 14a-8 under the Exchange Act, will be
untimely if received by the Corporate Secretary before November 29, 2010 or
after December 29, 2010. The By-Law amendments also provide that
one-third of the directors (changed from three directors) then in office may
call a special meeting of the Board.
In addition, the revised By-Laws
provide the following voting standards (changed from plurality voting in all
director elections):
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·
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in
uncontested director elections, a nominee for election to the Board of
Directors would be elected if the votes cast "for" the nominee exceed the
votes cast "against" the nominee;
and
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·
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in
contested director elections (where the number of nominees exceeds the
number of directors to be elected), director nominees would be elected by
a plurality of the votes cast.
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The above description of the amendments
is qualified by reference to the Company’s By-Laws, as amended, a copy of which
is filed as Exhibit 3.2 to this report and is incorporated herein by
reference.
Section
8 – Other Events
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Item
8.01.
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Other
Events.
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On December 3, 2010, the Company's
Board of Directors adopted an amendment to the Company's Corporate Governance
Guidelines to include a director resignation policy. Under that
policy, an incumbent director who fails to receive a majority vote in an
uncontested election in accordance with the By-Laws must, within five days
following the certification of the election results, tender his or her written
resignation to the Chairman of the Board for consideration by the Corporate
Governance and Nominating Committee, which will make a recommendation to the
Board of Directors. The Board must take formal action on the
recommendation no later than 90 days after the relevant stockholders' meeting
and the Board's decision will be disclosed in a Form 8-K filed within four
business days of the decision.
Section
9 – Financial Statements and Exhibits
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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3.2
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By-Laws
of Selective Insurance Group, Inc., effective December 3,
2010
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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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SELECTIVE
INSURANCE GROUP, INC.
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Date: December
3, 2010
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By:
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/s/
Michael H. Lanza
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Michael
H. Lanza
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Executive
Vice President and General
Counsel
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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3.2
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By-Laws
of Selective Insurance Group, Inc., effective December 3,
2010
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