UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 17, 2015
Date of Report (Date of earliest event reported)
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PICO HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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California
(State or other Jurisdiction of Incorporation or Organization)
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33-36383
(Commission File Number)
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94-2723335
(IRS Employer Identification No.)
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7979 Ivanhoe Avenue, Suite 300
La Jolla, California 92037
(Address of principal executive offices) (Zip code)
Registrant's Telephone Number, Including Area Code: (888) 389-3222
Not Applicable
(Former name, former address and former fiscal year, 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 Instruction 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 CRF 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))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On
December 17, 2015
, Julie H. Sullivan, Ph.D. notified PICO Holdings, Inc. (the “
Company
”) that she has resigned as a member of the Company’s Board of Directors (the “
Board
”) and as a member of all committees of the Board, effective as of December 31, 2015. Dr. Sullivan’s resignation was not in connection with a disagreement relating to the Company’s operations, policies or practices.
(d) On
December 17, 2015
, the Board appointed Eric Speron to serve as a class I director of the Company, effective as of January 16, 2016.
In connection with his appointment as a director, Mr. Speron entered into a letter agreement with the Company, a copy of which is attached hereto as Exhibit 99.1. Mr. Speron will also enter into the Company’s standard form of indemnification agreement. The Company is not aware of any transaction involving Mr. Speron requiring disclosure under Item 404(a) of Regulation S-K.
Additional information about Mr. Speron can be found in the press release issued by the Company on
December 22, 2015
, a copy of which is attached hereto as Exhibit 99.2.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description
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99.1
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Directorship Letter Agreement with Eric Speron dated December 18, 2015.
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99.2
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Press Release of PICO Holdings, Inc. dated December 22, 2015.
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SIGNATURE
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.
Date:
December 22, 2015
PICO HOLDINGS, INC.
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By:
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/s/ Maxim C.W. Webb
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Name:
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Maxim C. W. Webb
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Title:
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Executive Vice President, Chief Financial Officer, Treasurer, and Secretary
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December 18, 2015
Eric Speron
18101 Von Karmen Ave., Suite 700
Irvine, California 92612
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Re:
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Member of the Board of Directors of PICO Holdings, Inc.
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Dear Eric:
It is my sincere pleasure, on behalf of PICO Holdings, Inc. (“PICO”), to confirm your appointment as a member of the Board of Directors (the “Board”) of PICO, effective as of January 16, 2016.
PICO will reimburse you for reasonable out-of-pocket travel expenses incurred in connection with your attendance at Board meetings, as is PICO’s standard practice for non-employee directors. In addition, PICO will reimburse you for reasonable legal fees and expenses incurred by you in connection with your service as a member of the Board, in an amount not to exceed $25,000 per year.
Other than the reimbursements provided for in the preceding paragraph, you will not receive any compensation from PICO in connection with your service as a member of the Board.
Furthermore, the Board understands that you are affiliated with First Foundation Advisors (“FFA”), an entity that manages and/or beneficially owns shares of Common Stock of PICO. The Board acknowledges that your service on the Board is not contingent upon FFA’s continued management and/or beneficial ownership of shares of Common Stock of PICO, and that FFA’s management and/or investment decisions will continue to be made in accordance with FFA’s fiduciary duties to its clients and investors. For clarity, the foregoing does not derogate from your fiduciary duties as a director of PICO under California law.
Please confirm your understanding of the foregoing by signing and dating this letter below and returning it to us via PDF or facsimile, retaining a copy for your records.
Very truly yours,
/s/ Kristina M. Leslie
Kristina M. Leslie
Chair of the Board
PICO Holdings, Inc.
Accepted and agreed:
/s/ Eric Speron
Eric Speron
Date:
12-18-15
NEWS RELEASE
PICO HOLDINGS NAMES ERIC SPERON TO ITS BOARD OF DIRECTORS
New Independent Director Recommended By Large Institutional Shareholder
LA JOLLA, Calif., December 22, 2015-
PICO Holdings, Inc. (Nasdaq: PICO) today announced that, in response to the recommendation of one of its largest institutional shareholders, First Foundation Advisors, and other shareholder input, Eric Speron has been appointed to its Board of Directors effective January 16, 2016. Mr. Speron will be an independent director as defined under Rule 5605(a)(2) of the NASDAQ Marketplace Rules.
Mr. Speron, age 35, brings to the PICO Board extensive experience, perspectives and insights as a portfolio manager. He is currently a Portfolio Manager and Investment Committee member of First Foundation Advisors, one of PICO’s largest institutional shareholders beneficially owning 2.7% of shares outstanding.
“Eric is an outstanding addition to the PICO Board,” said Kristina M. Leslie, Chair of the PICO Board of Directors. “Eric’s extensive familiarity with PICO, his understanding of our business model and his perspective as one of our largest shareholders can greatly benefit PICO.”
As PICO publicly announced last month PICO believes the highest return to shareholders is a return of capital. Therefore, as assets are monetized, rather than reinvest the proceeds, PICO currently intends to return capital back to shareholders through stock repurchases or through other means such as special dividends.
“Over the past few weeks we have had the chance to seek input from many of our largest shareholders,” said John R. Hart, PICO’s President and Chief Executive Officer. “We believe that the addition to the PICO Board of a new independent director with the insights and perspectives that come with being one of PICO’s largest institutional shareholders is responsive to the input we have received from our shareholders. Given Eric’s years of experience as an investment management professional, we expect him to be a tremendous resource for our Board as we work to return capital to shareholders.”
“I am excited to have the opportunity to serve on the PICO Board,” said Mr. Speron. “I look forward to contributing my experience, as well as the perspective and insight of an institutional investor, to the PICO Board as it oversees PICO’s continued execution of its recently announced change in strategy and plans to return capital to shareholders.”
Mr. Speron will fill the vacancy resulting from the resignation of Julie H. Sullivan, PhD as a Class I director. After six years of dedicated service to PICO, Dr. Sullivan has chosen to resign from the PICO Board, effective December 31, 2015, to focus more of her time and attention on her responsibilities as President of the University of St. Thomas in St. Paul, Minnesota and the numerous civic, charitable and other non-profit organizations in the Minneapolis / St. Paul area that she is deeply committed to.
Added Ms. Leslie, “On behalf of the entire Board and management team, I am extremely grateful to Julie for her six years of dedicated service to our Board and her countless valuable contributions to PICO. Julie has brought incredible wisdom, experience and intellect to our Board. Julie has been an exemplary board member, and we will miss her guidance and insight.”
Today’s announcement reflects the PICO Board’s continuing commitment to recruit new independent and highly-qualified directors that have perspectives, insights, experiences and competencies that expand the depth and breadth of the PICO Board. With the appointment of Mr. Speron, the PICO Board would be composed of seven highly-qualified and experienced directors, six of whom are non-employee directors, and would boast a broad and diverse set of skills and experiences in the areas of investment management, asset allocation, accounting, financial reporting, finance, mergers and acquisitions, corporate governance, capital markets, capital allocation, risk oversight and strategic planning.
About PICO Holdings
PICO Holdings, Inc. is a diversified holding company. Our objective is to maximize long-term shareholder value. For more information, please visit www.picoholdings.com.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release that are not historical, including statements regarding our business plan and executive compensation structure and objectives, are forward-looking statements based on current expectations and assumptions that are subject to risks and uncertainties.
A number of other factors may cause results to differ materially from our expectations, such as: any slow down or downturn in the housing recovery or in the real estate markets in which UCP and Vidler operate; fluctuations in the prices of water and water rights; physical, governmental and legal restrictions on water and water rights; a downturn in some sectors of the stock market; general economic conditions; prolonged weakness in the overall U.S. and global economies; the performance of the businesses and investments in foreign companies; the continued service and availability of key management personnel; potential capital requirements and financing alternatives; and the impact of international events.
For further information regarding risks and uncertainties associated with our business, please refer to the “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our SEC filings, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, copies of which may be obtained by contacting us at (858) 456-6022 or at http://investors.picoholdings.com.
We undertake no obligation to (and we expressly disclaim any obligation to) update our forward-looking statements, whether as a result of new information, subsequent events, or otherwise, in order to reflect any event or circumstance which may arise after the date of this press release. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Contacts
Sard Verbinnen & Co.
Paul Verbinnen (PVerbinnen@sardverb.com)
Mark Harnett (MHarnett@sardverb.com)
212-687-8080
OR
Financial Profiles, Inc.
Lisa Mueller (PICO@finprofiles.com)
310-622-8231
