8-KThe WireRoutine
Bylaw Amendment
Filed Aug 25, 2020 · 5y ago · Accession 0001104659-20-098361
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 25, 2020 ( August 24, 2020 )
SELECTIVE
INSURANCE GROUP, INC.
(Exact name of
Registrant as Specified in Its Charter)
New Jersey
001-33067
22-2168890
(State
or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS
Employer
Identification No.)
40
Wantage Avenue , Branchville ,
New Jersey
07890
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant's Telephone Number, Including Area Code ( 973 ) 948-3000
Not
Applicable
(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 (see General Instructions A.2. below):
¨
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))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common Stock, par value $2 per share
SIGI
NASDAQ Global Select Market
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Section 5 - Corporate Governance and
Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On August 24, 2020, Selective
Insurance Group, Inc. (the “Company”) received confirmation from the New Jersey Division of Revenue that the Certificate
of Correction (the “Certificate of Correction”) to the Company’s Amended and Restated Certificate of Incorporation
filed on May 4, 2010 (the “Amended and Restated Certificate of Incorporation”) was accepted for filing on August 17,
2020. The Certificate of Correction corrects inadvertently omitted text in Paragraph FOURTH of the Amended and Restated Certificate
of Incorporation. The purpose of the Amended and Restated Certificate of Incorporation was to amend only Paragraph SEVENTH (Sections
7A and 7B) and Paragraph NINTH (elimination) to accomplish the necessary steps to declassify the Board of Directors. Paragraph
FOURTH should have included the Preferred Stock provisions that were in such paragraph after the first sentence in the Restated
Certificate of Incorporation, filed on June 17, 1986, as supplemented by the terms of the Series A Junior Preferred Stock in the
Certificate of Amendment of Restated Certificate of Incorporation, filed on November 6, 1989. The Certificate of Correction is
effective as of May 4, 2010. A copy of the Certificate of Correction is attached as Exhibit 3.1 hereto and incorporated herein
in its entirety by reference.
Section 9 - Financial Statements and
Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
3.1
Certificate of Correction to Amended and Restated Certificate of Incorporation of Selective Insurance Group, Inc., dated August 17, 2020 and effective May 4, 2010
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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 thereunto duly authorized.
SELECTIVE INSURANCE GROUP, INC.
By:
/s/ Michael H. Lanza
Michael H. Lanza
Executive Vice President and General Counsel
Date:
August 25, 2020
Filing details
- Ticker
- SIGIP
- CIK
- 230557
- Form type
- 8-K
- Filing date
- Aug 25, 2020
- Report date
- Aug 24, 2020
- Document
- tm2029365-1_8k.htm
- Size
- 216 KB