Selective Insurance Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$SIGI
Property-Casualty Insurers
Finance
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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Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of stockholders of Selective Insurance Group, Inc. (the “Company”) held on May 1, 2024 (the “Annual Meeting”), the Company’s stockholders approved the Selective Insurance Group, Inc. 2024 Omnibus Stock Plan (the “2024 Plan”) (see Item 5.07 below). The 2024 Plan is a long-term incentive plan pursuant to which awards may be granted to employees, non-employee directors, and consultants of the Company and its affiliates, including stock options, stock appreciation rights, restricted stock, restricted stock units, stock grants and certain other awards. The 2024 Plan was adopted principally to serve as a successor plan to the Selective Insurance Group, Inc. 2014 Omnibus Stock Plan (the “Prior Plan”). Under the 2024 Plan, the Company will reserve for issuance 2,000,000 shares of the Company’s common stock, $2.00 par value (the “Common Stock”), less any shares of Common Stock underlying awards granted under the Prior Plan after February 20, 2024 and before May 1, 2024 plus with respect to awards outstanding under the Prior Plan as of May 1, 2024, (A) any shares of Common Stock subject to such awards that remain unissued upon the cancellation, surrender, expiration, exchange, or termination of such award after May 1, 2024, (B) any shares of Common Stock subject to awards that are paid or settled in cash after May 1, 2024, and (C) any shares of common stock tendered or withheld to satisfy the Company’s tax withholding obligations for restricted stock and restricted stock units after May 1, 2024.
No awards may be granted under the Prior Plan after May 1, 2024. It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the 2024 Plan subsequent to the Annual Meeting because the grant and payment of such awards is subject to the discretion of the Compensation and Human Capital Committee of the Company’s Board of Directors.
This summary of the 2024 Plan is qualified in its entirety by reference to the full text of the 2024 Plan, which is filed as Appendix A to the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 27, 2024 (the “Proxy Statement”), which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 1, 2024. Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders. For more information about the proposals set forth below, please see the Company’s Proxy Statement filed on March 27, 2024.
1. The Company’s stockholders elected each of the twelve director nominees to serve on the Board of Directors for a term of one year, as follows:
| Director | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Ainar D. Aijala, Jr. | 49,663,141 | 1,102,003 | 43,733 | 4,576,045 | ||||||||||
| Lisa Rojas Bacus | 50,078,983 | 685,863 | 44,031 | 4,576,045 | ||||||||||
| Terrence W. Cavanaugh | 50,668,558 | 96,954 | 43,365 | 4,576,045 | ||||||||||
| Wole C. Coaxum | 50,657,998 | 107,888 | 42,991 | 4,576,045 | ||||||||||
| Robert Kelly Doherty | 50,674,943 | 91,091 | 42,843 | 4,576,045 | ||||||||||
| John J. Marchioni | 49,518,620 | 1,236,488 | 53,769 | 4,576,045 | ||||||||||
| Thomas A. McCarthy | 50,678,907 | 87,088 | 42,882 | 4,576,045 | ||||||||||
| Stephen C. Mills | 49,683,729 | 1,072,424 | 52,724 | 4,576,045 | ||||||||||
| H. Elizabeth Mitchell | 50,469,913 | 295,936 | 43,028 | 4,576,045 | ||||||||||
| Cynthia S. Nicholson | 45,547,834 | 5,216,971 | 44,072 | 4,576,045 | ||||||||||
| John S. Scheid | 50,625,594 | 138,763 | 44,520 | 4,576,045 | ||||||||||
| Philip H. Urban | 50,552,488 | 212,011 | 44,378 | 4,576,045 | ||||||||||
2. The Company’s stockholders voted to approve, on an advisory, non-binding basis, the 2023 compensation of the named executive officers as disclosed in the Proxy Statement, as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 50,243,134 | 405,062 | 160,681 | 4,576,045 | ||||||||
3. The Company's stockholders voted to approve the Company's 2024 Omnibus Stock Plan, as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 49,281,554 | 1,405,500 | 121,823 | 4,576,045 | ||||||||
4. The Company’s stockholders voted to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 54,378,786 | 927,539 | 78,597 | 0 | ||||||||
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.
| SELECTIVE INSURANCE GROUP, INC. | |||||||||||
| Date: | May 3, 2024 | By: | /s/ Michael H. Lanza | ||||||||
| Michael H. Lanza | |||||||||||
| Executive Vice President and General Counsel | |||||||||||