8-K/AThe WireRed Alert
Executive Change
Filed Mar 22, 2024 · 2y ago · Accession 0001104659-24-037878
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 18, 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. ¨
Explanatory Note
On February 1, 2024, United Fire Group, Inc.
(the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other
things, the departure of Robert Cataldo from his position as Vice President and Chief Investment and Strategy Officer of the Company.
This Amendment No. 1 on Form 8-K/A is being filed to supplement the disclosure contained in Item 5.02 of the Original Form 8-K
by providing additional information regarding the compensatory and other arrangements entered into with Mr. Cataldo in connection
with his departure, and the extension of his separation date. The Original Form 8-K otherwise remains unchanged.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 18, 2024, United Fire &
Casualty Company, a wholly owned subsidiary of the Company, and Mr. Cataldo entered into a Transition & Separation Agreement
and Addendum (collectively, the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Cataldo will continue
to be employed by the Company during a transition period until April 30, 2024, unless terminated earlier, and after that time will
continue to be available for consultations on an as-needed basis until the separation date, to occur June 30, 2024, unless terminated
earlier.
The Separation Agreement provides that Mr. Cataldo
is entitled to a one-time bonus payment in the amount of $200,000, payable on the first payroll date following the successful completion
of the transition period. Mr. Cataldo is also entitled to receive a severance payment in the amount of $94,153.85 (representing 12
weeks of pay) and a payment for accrued and unused paid time off in the amount of $48,858 following the separation date. He will also
receive a cash replacement value of 3,490 unvested restricted stock units based on the closing price of the Company’s stock on the
separation date. Mr. Cataldo’s participation in company benefits, the accrual of bonuses, and vesting of equity awards will
cease on the separation date.
As part of the Separation Agreement, Mr. Cataldo
agreed to a general release of claims, a non-solicitation covenant effective for 12 months following the separation date, and to other
customary confidentiality and cooperation covenants.
The foregoing summary of the Separation Agreement
is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Transition & Separation Agreement and Addendum, dated March 18, 2024, by and between United Fire & Casualty Company and Robert Cataldo.
104
Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).
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: March 22, 2024
/s/ Kevin Leidwinger
Kevin Leidwinger, Chief Executive Officer
Filing details
- Company
- UNITED FIRE GROUP INC
- Ticker
- UFCS
- CIK
- 101199
- Form type
- 8-K/A
- Filing date
- Mar 22, 2024
- Report date
- Mar 18, 2024
- Document
- tm249527d1_8ka.htm
- Size
- 378 KB