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): August 12, 2008
DELPHI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-11462
|
|
13-3427277 |
| |
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, DE
|
|
19899 |
| |
| (Address of principal executive offices)
|
|
(ZIP Code) |
Registrant’s telephone number, including area code 302-478-5142
(Former name or former address, if changed since last report.)
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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
|
|
|
| Item 1.01 |
|
Entry into a Material Definitive Agreement |
On
August 14, 2008, the Registrant entered into an Amended and Restated Investment Consulting
Agreement (the “Restated Agreement”) with Rosenkranz Asset Managers, LLC (“Managers”). The
Restated Agreement amended and restated the existing consulting agreement between the Registrant
and Managers (as successor to Rosenkranz, Inc.) dated November 10, 1988. The Restated Agreement
amended the fee provision of the predecessor agreement so as to provide for a quarterly consulting
fee of .05% of the aggregate value of the investment portfolio of the Registrant and its
non-insurance and property and casualty subsidiaries. Such fees are subject to an annual limit
which, for 2008, will equal the amount that would have been payable for the year under the
predecessor agreement, with such limit to escalate by 10% annually thereafter. The Restated
Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
|
|
|
| Item 5.02. |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) On August 12, 2008, the Compensation Committee (the “Committee”) of the Registrant’s Board of
Directors approved certain modifications to the Registrant’s Second Amended and Restated Long-Term
Performance-Based Incentive Plan (the “Restated Plan”). Pursuant to such modifications, the
exercise price for options granted thereunder may, at the Committee’s discretion, be established at
a level exceeding the fair market value of the Registrant’s stock on the date of grant, and the
exercise price for options granted thereunder may be paid by the withholding of shares issuable
pursuant to an option exercise, in addition to the other payment methods for which the Restated
Plan provides. A copy of the amendment to the Restated Plan reflecting these modifications is
attached as Exhibit 10.2 hereto and is incorporated herein by reference.
On August 12, 2008, the Committee, pursuant to the provisions of the Restated Plan, as amended,
granted a discretionary award of options to purchase up to 500,000 shares of the Registrant’s Class
B Common Stock at the price of $29.84 per share, an amount 15% greater than the fair market value
of the Stock (as defined under the Restated Plan) on such date, to Robert Rosenkranz, the
Registrant’s Chairman and Chief Executive Officer. The options vest in five equal annual
installments beginning on August 12, 2009. The award agreement relating to this option grant is
attached hereto as Exhibit 10.3 and is incorporated herein by reference.
On
August 14, 2008, Reliance Standard Life Insurance Company
(“RSLIC”) adopted amendments and restatements of its Supplemental Executive
Retirement Plan (“RSLIC SERP”) and Nonqualified Deferred
Compensation Plan (“RSLIC NQDC”), which will become
effective on January 1, 2009. The amendments effected thereby consist primarily of
changes intended to effect compliance with Section 409A of the Internal Revenue Code of 1986, as
amended, and the Treasury regulations promulgated thereunder; in particular, the inclusion of
six-month deferral periods for payments thereunder to certain key employees following the
termination of employment. Copies of the RSLIC SERP and RSLIC NQDC, as so amended and restated,
are attached hereto as Exhibits 10.4 and 10.5, respectively, and are incorporated herein by
reference.