Amendment: Arch Capital Group Ltd. filed SEC Form 8-K: Leadership Update
$ACGL
Property-Casualty Insurers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed on a Current Report on Form 8-K filed on October 15, 2024 with the Securities and Exchange Commission (the “Original 8-K”) by Arch Capital Group Ltd. (the “Company”), the board of directors (the “Board”) of the Company approved the appointment of Nicolas Papadopoulo as Chief Executive Officer of the Company and as a member of the Board, effective October 13, 2024. In accordance with General Instruction 2 to Item 5.02 of Form 8-K, the Company is filing this Amendment No. 1 to provide additional disclosures under Item 5.02(c)(3) and Item 5.02(d)(3).
On November 7, 2024, the Board appointed Nicolas Papadopoulo to the Executive Committee of the Board, effective immediately.
In connection with Mr. Papadopoulo’s appointment as Chief Executive Officer of the Company and as a member of the Board, on November 7, 2024, the Compensation and Human Capital Committee of the Board approved the grant of a special outperformance equity award consisting of premium-priced stock options and time-vested restricted shares (the “Outperformance Award”) for Mr. Papadopoulo. The grant date of the Outperformance Award will be November 19, 2024.
The total grant date value of the Outperformance Award will be $23 million. Seventy percent of the grant date value of the Outperformance Award will be in the form of premium-priced stock options and 30 percent of the grant date value will be in the form of time-vested restricted shares.
The stock options component of the Outperformance Award will have an exercise price equal to 1.685 times the closing price of the Company’s common shares on the grant date and will vest in full on the third anniversary of the grant date. Once vested, the stock options will continue to be exercisable for the remainder of the ten-year option term, provided that the executive complies with non-competition, non-solicitation and other restrictive covenants accompanying the award. Mr. Papadopoulo will be required to hold the net shares received on exercise for a period of two years, except in the event of the death or a change in control.
The restricted shares component of the Outperformance Award will vest in three, equal installments on the first through third anniversaries of the grant date. Mr. Papadopoulo will be required to hold the net shares received on vesting until the fifth anniversary of the grant date, except in the event of death or a change in control.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARCH CAPITAL GROUP LTD. | |||||||||||
| Date: November 8, 2024 | By: | /s/ François Morin | |||||||||
| Name: | François Morin | ||||||||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||||||||||
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