ERIE INDEMNITY CO (Form: 8-K, Received: 06/01/2016 16:36:34)

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):		June 1, 2016

Erie Indemnity Company

__________________________________________

(Exact name of registrant as specified in its charter)




Pennsylvania	0-24000	25-0466020
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

100 Erie Insurance Place, Erie, Pennsylvania		16530
_______________________________ (Address of principal executive offices)		___________ (Zip Code)



Registrant's telephone number, including area code:		(814) 870-2000

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:

[ ] 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))

Top of the Form

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2016, Erie Indemnity Company (the “Company”) announced that it had appointed Timothy G. NeCastro President and Chief Executive Officer-Designate of the Company. Mr. NeCastro will become President and Chief Executive Officer upon the retirement of current President and Chief Executive Officer Terrence W. Cavanaugh. On October 23, 2015, Mr. Cavanaugh announced that he will retire as President and Chief Executive Officer of the Company at the end of 2016.

Mr. NeCastro, who is 55 years old, has been serving as Senior Vice President and Regional Officer of Erie Insurance Group’s West Region since 2010. Having joined the Company in 1996 as Manager of Internal Audit, Mr. NeCastro was promoted to Senior Vice President and Controller in 1997 and served in that capacity until 2008. In 2008, he was appointed Division Officer and Senior Vice President of Product and Policy Services and served in that role until 2010.

While serving as President and Chief Executive Officer-Designate, Mr. NeCastro’s compensation arrangement includes an annual salary of $500,000 and continued participation in the Company’s Annual and Long-Term Incentive Plans, all of which may be adjusted by the Board of Directors when he begins his term as President and Chief Executive Officer. He will also continue to participate in the Supplemental Retirement Plan for Certain Members of the Erie Insurance Group Retirement Plan for Employees and various employee benefit programs offered by the Company.

See the press release announcing the appointment of Mr. NeCastro attached as Exhibit 99.1.

5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective June 1, 2016, the Company amended its Code of Ethics for Senior Financial Officers to include language stating that none of the provisions of the Code, including the confidentiality provisions, would prohibit or limit disclosure under the SEC whistleblower provisions. A copy of the revised Code of Ethics for Senior Financial Officers is attached as Exhibit 14.4.

Item 9.01 Financial Statements and Exhibits.

Exhibit 14.4 Revised Code of Ethics for Senior Financial Officers

Exhibit 99.1 Press release text

Top of the Form

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.




	Erie Indemnity Company

June 1, 2016	By:	/s/ Brian W. Bolash

		Name: Brian W. Bolash
		Title: Corporate Secretary and Senior Counsel

Top of the Form

Exhibit Index




Exhibit No.		Description

14.4		Revised Code of Ethics for Senior Financial Officers
99.1		Press release text

Exhibit 14.4

Code of Ethics for Senior Financial Officers

Erie Indemnity Company has a “Code of Conduct” that is applicable to all of its directors, officers and employees , as well as the directors, officers and employees of its subsidiaries and those of the Erie Insurance Exchange and its subsidiaries (collectively, “ERIE”).

Financial managers of the various entities within ERIE hold an important and elevated role in corporate governance. They are uniquely capable of ensuring, and are empowered to ensure, that stakeholders’ interests are appropriately balanced, protected and preserved. In this regard, in addition to being subject to ERIE’s “Code of Conduct”, ERIE’s Chief Executive Officer, Chief Financial Officer (“CFO”), Controller and other persons performing similar functions (collectively, the “Financial Officers”), are bound by this Code of Ethics for Senior Financial Officers . The Financial Officers covered by this Code must adhere to the standards set forth below in addition to other policies and procedures adopted by ERIE:

Conflict of Interest

Financial Officers must act ethically, with honesty and integrity. They must avoid actual or apparent conflicts of interest between personal and professional relationships. A Financial Officer’s personal interest must not interfere or appear to interfere with the interests of ERIE. If a conflict of interest or the appearance of a conflict of interest becomes known, it must be disclosed to ERIE’s General Counsel and the CFO, who will review and evaluate the potential conflict of interest to determine if any action is required.

Quality of ERIE Filings and Public Communications

The Financial Officers are responsible for the full, fair, accurate, timely and understandable disclosure of all information contained in reports and documents that ERIE files with, or submits to, the Securities and Exchange Commission (“SEC”) or Nasdaq or in news releases or other public communications made by ERIE. The Financial Officers must comply with ERIE’s disclosure controls and procedures and must disclose any required material facts so that the information communicated is not misleading and does not contain a material omission.

Reporting Significant Deficiencies and Fraud

Each Financial Officer shall promptly bring to the attention of ERIE’s Chief Executive Officer or General Counsel any information the Financial Officer may have concerning (i) significant deficiencies in the design or operation of internal controls which could adversely affect ERIE’s ability to record, process, summarize and report financial data, or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in ERIE’s financial reporting, disclosures or internal controls.

Compliance with Laws and Regulations

Each Financial Officer is required to comply with all applicable federal and state laws, rules and regulations. The Financial Officers are expected to be familiar with the legal and regulatory

requirements applicable to their responsibilities and to perform their duties in accordance with such laws, rules and regulations.

Accountability

Each Financial Officer is personally accountable for adherence to this Code of Ethics for Senior Financial Officers.

Confidential Information

Each Financial Officer must respect the confidentiality of information acquired in the course of performing their work assignments, except if authorized or otherwise legally obligated to disclose. Each Financial Officer must avoid the use of confidential information for personal advantage.

Relationship with Independent Accountants and Auditors

No Financial Officer shall knowingly make or cause to be made any false or misleading statement to, or knowingly conceal or cause any other person to conceal any information or fact from, an accountant in connection with the preparation of financial statements or records or any audit, review or examination of the financial statements or records of ERIE or the preparation or filing of any report or document filed or required to be filed by ERIE with the SEC or Nasdaq or any other governmental or regulatory authority.

No Financial Officer shall take, or shall cause any other person acting under such Financial Officer’s direction to take, any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of the financial statements of ERIE, if the Financial Officer knows or should know that such action, if successful, could result in rendering such financial statements false or misleading. Prohibited actions include, but are not limited to, those actions taken at any time to coerce, manipulate, mislead or fraudulently influence an auditor:


•	To issue or reissue a report on ERIE’s financial statements that is not warranted under the circumstances, due to material violations of Generally Accepted Accounting Principles, Generally Accepted Auditing Standards or other professional or regulatory standards;


•	Not to perform an audit, review or other procedure required by Generally Accepted Auditing Standards or other professional or regulatory standards;


•	Not to withdraw an issued report; or


•	Not to communicate matters to ERIE’s Audit Committee.

The types of conduct that might constitute such improper influence include, but are not limited to, directly or indirectly:


•	Offering or paying bribes or other financial incentives, including but not limited to offering future employment or contracts for non-audit services;


•	Knowingly providing an auditor with an inaccurate or misleading legal analysis;


•	Threatening to cancel or cancelling existing non-audit or audit engagements if the auditor objects to ERIE’s accounting;


•	Seeking to have a partner of the auditing firm removed from the audit engagement because the partner objects to ERIE’s accounting; and


•	Blackmail or making physical or other threats.

ERIE’s Assets

Each Financial Officer shall exercise use of and control over all assets and resources employed or entrusted to such Financial Officer in a responsible manner.

Reporting and Enforcing Code Violations

Any Financial Officer or other employee of ERIE who has a reasonable belief that this Code of Ethics for Senior Financial Officers has been violated shall report such activity or circumstance to their immediate supervisor. If the possible violation involves the supervisor, the Financial Officer or other employee of ERIE shall report it to ERIE’s General Counsel, who will then decide with ERIE’s Chief Executive Officer if it needs to be disclosed to the Audit Committee of ERIE’s Board of Directors.

ERIE’s Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code by any Financial Officer. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code , and may include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits, and termination of the individual’s employment.

Communicating With the SEC

Nothing in this Code of Ethics for Senior Financial Officers prohibits any Financial Officer from reporting possible violations of federal law or regulation to the SEC or to any other governmental agency or entity or from making any other reports or disclosures that are protected under the whistleblower provisions of federal law or regulation. Financial Officers do not need prior authorization of ERIE’s Board of Directors, Chief Executive Officer, or General Counsel to make any such reports or disclosures, and they are not required to notify the Company that any such reports or disclosures have been made.

Waivers and Amendments

The Audit Committee of the Board of Directors shall consider any request for a waiver of this Code and any amendments to this Code , and all such waivers or amendments shall be disclosed promptly as required by law.

Effective: June 1, 2016

Exhibit 99.1

CONTACT: Leah Knapp, Erie Insurance

814.870.5758, Leah.Knapp@ErieInsurance.com

Erie Insurance Names Timothy G. NeCastro President and CEO-Designate

ERIE, Pa. (June 1, 2016) – The Board of Directors of Erie Indemnity Company (NASDAQ: ERIE), the managing company for Erie Insurance , has named Timothy G. NeCastro its president and CEO-designate effective today. He will succeed current President & CEO Terrence W. Cavanaugh, who joined Erie Insurance in 2008 and previously announced his retirement for later this year.

“We followed a thorough and deliberate process to ensure we found the leader from within ERIE who was best suited to build on the success Terry and his predecessors created,” said Thomas B. Hagen, chairman of ERIE’s Board of Directors. “Tim has excelled as a leader at The ERIE and understands deeply the core values that have made us distinctive in the marketplace.”

NeCastro joined Erie Insurance in 1996 as manager of internal auditing and was promoted to senior vice president and controller in 1997. In 2008, he broadened his experience, taking on the role of senior vice president of product and policy services, overseeing customer service, personal & commercial product development and processing areas.

Since 2010, he has held the position of senior vice president and regional officer of ERIE’s west region. This encompasses the sales and agency responsibilities in the western half of ERIE’s 12-state footprint. “This experience has given Tim a broad perspective on communities in other parts of the country, as well as the political and regulatory forces that affect our business,” said current President & CEO Cavanaugh.

Prior to joining Erie Insurance, NeCastro held positions as the director of finance at Plastek Group and as a senior manager at Ernst & Young.

“For 20 years, I have proudly served alongside the employees and agents at Erie Insurance,” said NeCastro, president and CEO-designate of Erie Insurance. “Together, we’ve worked to uphold ERIE’s leadership position in the industry. I’m humbled to guide us into our next phase of growth and innovation.”

NeCastro earned a bachelor’s degree in accounting from Gannon University in Erie, Pa., followed by the Certified Public Accountant (CPA) designation in 1995. He is also a Certified Insurance Counselor (CIC) and holds licenses in property & casualty and life insurance.

NeCastro is a native of Erie, and is married to Lisa NeCastro, director of ERIE’s Commercial Lines Services. Together, the couple have five children and are active supporters of many nonprofit organizations, including St. Paul Parish and the Sisters of St. Joseph Neighborhood Network (SSJNN), where NeCastro is also on the Board of Directors.

About Erie Insurance

According to A.M. Best Company, Erie Insurance Group, based in Erie, Pennsylvania, is the 10th largest homeowners insurer and 12th largest automobile insurer in the United States based on direct premiums written and the 15th largest property/casualty insurer in the United States based on total lines net premium written. The Group, rated A+ (Superior) by A.M. Best Company, has more than 5 million policies in force and operates in 12 states and the District of Columbia. Erie Insurance Group is a FORTUNE 500 company, a Barron’s 500 company and has been recognized by Forbes as one of America's 50 Most Trustworthy Financial Companies. News releases and more information about Erie Insurance Group are available at www.erieinsurance.com .

(ERIE-G)

# # #