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Alleghany Corp/DE – ‘8-K’ for 3/1/21

On:  Wednesday, 3/3/21, at 4:19pm ET   ·   For:  3/1/21   ·   Accession #:  1193125-21-67625   ·   File #:  1-09371

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/03/21  Alleghany Corp/DE                 8-K:5,8,9   3/01/21   11:160K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     28K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     12K 
 7: R1          Document and Entity Information                     HTML     47K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
 6: XML         XBRL Instance -- d122811d8k_htm                      XML     13K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.LAB  XBRL Labels -- y-20210301_lab                        XML     55K 
 5: EX-101.PRE  XBRL Presentations -- y-20210301_pre                 XML     35K 
 3: EX-101.SCH  XBRL Schema -- y-20210301                            XSD     12K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
11: ZIP         XBRL Zipped Folder -- 0001193125-21-067625-xbrl      Zip     12K 


‘8-K’   —   Current Report


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 iX: 
  Form 8-K  
 i ALLEGHANY CORP /DE  i false  i 0000775368 0000775368 2021-03-01 2021-03-01

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM  i 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):  i March 1, 2021

 

 

ALLEGHANY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 i Delaware    i 1-9371    i 51-0283071

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 i 1411 Broadway,  i 34th Floor,  i New York,  i New York    i 10018
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code:  i (212)  i 752-1356

 

 

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:

 

 i 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 i 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 i 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 i 

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

 i Common Stock, $1.00 par value    i Y    i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company   i 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of President and Chief Executive Officer

On March 1, 2021, Alleghany Corporation (the “Company”) was informed by Weston M. Hicks, the Company’s President and Chief Executive Officer and a member of the Board of Directors (the “Board”), that he will retire from his position as Chief Executive Officer and as a director, effective on December 31, 2021 (the “Retirement Date”) and effective at the conclusion of the Company’s annual meeting of stockholders scheduled for April 23, 2021 (the “Annual Meeting”), Mr. Hicks will step down as the Company’s President.

Appointment of President

On March 1, 2021, the Company appointed Joseph P. Brandon as the Company’s President, effective at the conclusion of the Annual Meeting. Mr. Brandon will serve as the Company’s President until the Retirement Date, at which time he will become the Company’s President and Chief Executive Officer, and be appointed as a director of the Board.

In satisfaction of the disclosure required by Regulation S-K Items 401(b), (d) and (e), the information contained in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on March 16, 2020, is incorporated by reference herein. With respect to Regulation S-K Item 404(a), there are no relationships or related party transactions between Mr. Brandon and the Company that would be required to be reported.

The terms of Mr. Brandon’s compensation in connection with his appointment as President and Chief Executive Officer are still being finalized and are therefore not yet available for disclosure hereunder. The Company will disclose the final compensation terms in a subsequent filing to be made by the Company under the Securities Exchange Act of 1934 when such terms are finalized.

Appointment of Executive Vice President

On March 1, 2021, the Company appointed Kerry J. Jacobs as the Company’s Executive Vice President, effective at the conclusion of the Annual Meeting. Ms. Jacobs will serve as the Company’s Executive Vice President in addition to her current role as the Company’s chief financial officer.

In satisfaction of the disclosure required by Regulation S-K Items 401(b), (d) and (e), the information contained in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on March 16, 2020, is incorporated by reference herein. With respect to Regulation S-K Item 404(a), there are no relationships or related party transactions between Ms. Jacobs and the Company that would be required to be reported.

The terms of Ms. Jacobs’ compensation in connection with her appointment as Executive Vice President and chief financial officer are still being finalized and are therefore not yet available for disclosure hereunder. The Company will disclose the final compensation terms in a subsequent filing to be made by the Company under the Securities Exchange Act of 1934 when such terms are finalized.

 

2


Item 8.01

Other Events.

On March 3, 2021, the Company issued a press release announcing the above mentioned retirement and appointments. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

99.1    Press Release, dated March 3, 2021, announcing the retirement of President and Chief Executive Officer and promotion of other officers.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

3


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.

 

    ALLEGHANY CORPORATION
Date: March 3, 2021     By:  

/s/ Kerry J. Jacobs

    Name:   Kerry J. Jacobs
    Title:   Senior Vice President and chief financial officer

 

4


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/31/21
4/23/21
Filed on:3/3/21
For Period end:3/1/21
3/16/20DEF 14A
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Filing Submission 0001193125-21-067625   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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