8-KThe WireRed Alert
Executive Change · Material Agreement
Filed Feb 1, 2024 · 2y ago · Accession 0001104659-24-009465
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):
January 31, 2024
United Fire Group, Inc.
(Exact name of
registrant as specified in its charter)
Iowa
001-34257
45-2302834
(State of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
118 Second Avenue SE
Cedar Rapids , Iowa 52401
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area
code: ( 319 ) 399-5700
___________________________
N/A____________________________
(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:
¨ 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 Exchange Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.001 par value
UFCS
The 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. ¨
Item 1.01. Entry into a Material Definitive
Agreement.
On January 31, 2024, United Fire Group, Inc.
(the “Company”) entered into an investment management agreement (the “Investment Management Agreement”) with New
England Asset Management (“NEAM”), effective as of February 1, 2024, pursuant to which NEAM will provide investment management
services subject to the terms and conditions set forth in the Investment Management Agreement. The Investment Management Agreement can
be terminated at any time upon 30 days written notice by either party and will remain in effect until terminated.
In return for providing services under the Investment
Management Agreement, NEAM is entitled to receive a management fee determined generally by the amount of the assets under management and
is also entitled to reimbursement for certain expenses. The Investment Management Agreement also contains representations, warranties
and covenants customary for agreements of this type.
The foregoing description of the Investment Management
Agreement is qualified in its entirety by reference to the terms and conditions of the Investment Management Agreement, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and 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.
On January 31, 2024, the Company and Robert
Cataldo mutually agreed to the separation of Mr. Cataldo’s employment as Vice President and Chief Investment and Strategy Officer
of the Company, effective no later than May 24, 2024. The complete terms of Mr. Cataldo’s separation package are under
negotiation and are expected to be set forth in a definitive separation agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Investment Management Agreement, dated January 31, 2024, by and between United Fire Group, Inc. and New England Asset Management.*
104
Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).
* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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.
United Fire
Group, Inc.
(Registrant)
Dated: February 1, 2024
/s/
Kevin Leidwinger
Kevin Leidwinger, Chief Executive Officer
Filing details
- Company
- UNITED FIRE GROUP INC
- Ticker
- UFCS
- CIK
- 101199
- Form type
- 8-K
- Filing date
- Feb 1, 2024
- Report date
- Jan 31, 2024
- Document
- tm244699d1_8k.htm
- Size
- 504 KB