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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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 25, 2024, Everest Group, Ltd. (the "Company") announced the appointment of Mike Karmilowicz to Chairman, Everest Global Insurance where he will support the advancement of the Company's global insurance strategy, driving key strategic initiatives.
In connection with such appointment, Mr. Karmilowicz entered into an Amended and Restated Employment Agreement, dated as of March 24, 2024 (the "Agreement"). The Agreement modifies Mr. Karmilowicz's existing employment agreement to increase his target annual incentive bonus to 140% of his base salary, which is unchanged at $800,000. For 2024, the Agreement provides that Mr. Karmilowicz shall receive his target bonus. In addition, Mr. Karmilowicz's target value for equity compensation increased to 160% of his base salary for the fiscal year prior to the calendar year in which the Compensation Committee makes its determination to grant such a share award. In the event that Mr. Karmilowicz were to resign before January 1, 2025, the resignation would be treated as being for "Good Reason" under the Agreement. The Agreement also includes an eight-month non-competition covenant, running from the date of resignation, and a sixteen-month non-solicitation, non-interference and non-disparagement covenant, running from the date of termination of employment.
The Company intends to file the Agreement as an exhibit to its Form 10-Q for the quarter ended March 31, 2024.
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.
| EVEREST GROUP, LTD. | ||||||||
| By: | /S/ ROBERT J. FREILING | |||||||
| Robert J. Freiling Senior Vice President and Chief Accounting Officer | ||||||||
| Dated: March 28, 2024 | ||||||||