FALSE 0001095073 0001095073 2023-03-10 2023-03-10
 
 
 
 
 
 
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)
March 10, 2023
Everest Re Group, Ltd.
(Exact name of registrant as
 
specified in its charter)
Bermuda
1-15731
98-0365432
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
Seon Place – 4th Floor
141 Front Street
PO Box HM 845
Hamilton
HM 19
,
Bermuda
Not Applicable
(Address of principal executive
 
offices)
(Zip Code)
Registrant’s telephone number, including area code
441
-
295-0006
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 (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 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 Act:
 
Class
Trading Symbol(s)
Name of Exchange where
 
registered
Common Shares, $0.01 par value
RE
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 (§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 12(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.
 
Sanjoy
 
Mukherjee,
 
Executive
 
Vice
 
President,
 
General
 
Counsel,
 
and
 
Secretary
 
of
 
Everest
 
Re
 
Group,
 
Ltd.
 
(the
“Company”), will be leaving
 
the Company to
 
pursue other opportunities
 
effective as of April 21, 2023.
 
Subject to the
terms
 
of
 
the
 
transition
 
agreement
 
entered
 
into
 
by
 
Mr.
 
Mukherjee
 
and
 
the
 
Company
 
dated
 
March
 
10,
 
2023
 
(the
“Transition Agreement”), he will also
 
serve as an advisor to
 
the Company from April 22, 2023 through
 
July 3, 2023
(the “Separation Date”)
 
and, for such services,
 
he will receive a one-time
 
payment of $50,000.
 
Subject to the terms
 
of
Mr. Mukherjee’s
 
employment agreement (as reported in the Company’s
 
Proxy Statement for its 2022 annual general
meeting of shareholders and filed as
 
Exhibit 10.19 to the Company’s Annual
 
Report on Form 10-K for the
 
year ended
December 31, 2022) and
 
the Transition
 
Agreement, Mr. Mukherjee will
 
receive accrued payments, vesting of equity
awards, insurance benefits and
 
a separation allowance in accordance
 
with the terms of his
 
employment agreement, a
one-time payment of
 
two years
 
of his
 
base annual
 
salary payable
 
in
 
January 2025, and
 
a cash
 
payment in
 
lieu of
 
a
tranche of six hundred
 
and one (601) restricted
 
shares that would
 
otherwise have vested
 
on November 19,
 
2024 (based
on the market price
 
of the Company’s stock at
 
the close of the New
 
York Stock Exchange on the Separation
 
Date).
Brent
 
Hoffman has
 
been appointed
 
Interim General
 
Counsel. The
 
Company will
 
be
 
conducting a
 
search for
 
Mr.
Mukherjee’s permanent replacement.
A copy
 
of the
 
related press release is
 
attached to this
 
Current Report on
 
Form 8-K as
 
Exhibit 99.1 and
 
incorporated
herein by reference.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(c)
Exhibits
Exhibit No.
Description
99.1
News Release of
 
the registrant,
dated March 14,
 
2023
 
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.
EVEREST RE GROUP, LTD.
By:
 
/S/ ROBERT J. FREILING
Robert J. Freiling
Senior Vice President and
 
Chief Accounting Officer
Dated:
 
March 27, 2023
 
 
 
EXHIBIT INDEX
Exhibit
Number
Description of Document
Page No.
5
104
Cover Page Interactive
 
Data File (embedded
within the Inline XBRL
 
document
ex991p1i0
 
 
 
1
NEWS RELEASE
 
EVEREST RE GROUP,
 
LTD.
 
Seon place, 141
 
Front Street, 4
th
 
Floor, Hamilton
 
HM 19, Bermuda
Contacts
Media:
 
Dawn Lauer
 
Investors:
 
Matt Rohrmann
Chief Communications
 
Officer
 
Head of Investor
 
Relations
908.300.7670
 
908.604.7343
Everest Appoints Brent
 
Hoffman as Interim
 
General Counsel; Announces
 
the
 
Departure of Sanjoy Mukherjee
 
HAMILTON,
 
Bermuda -- (BUSINESS
 
WIRE) – March 14,
 
2023
 
– Everest Re Group, Ltd.
(“Everest”) (NYSE: RE), a global
 
underwriting leader
 
providing best-in-class
 
property,
 
casualty,
and specialty reinsurance
 
and insurance solutions, today
 
announced that Brent Hoffman
 
has been
appointed interim General
 
Counsel, replacing
 
Sanjoy Mukherjee
 
who will be leaving the
 
Company
to pursue other
 
opportunities effective
 
April 21, 2023. The Company
 
will be conducting a search
for Mr. Mukherjee’s
 
permanent replacement.
Mr. Hoffman
 
brings more than
 
25 years of extensive
 
legal and industry
 
experience to the role.
Prior to joining Everest, he
 
served in several
 
senior claims and
 
legal positions at major global
(re)insurance organizations
 
and private practice, recently
 
as AXA XL’s
 
Chief Claims Officer,
where he led the company’s
 
global claims strategy and
 
operations across multiple business
 
lines
and geographies. He also
 
served as General
 
Counsel – Global
 
Claims, where he led AXA XL’s
 
in-
house legal team
 
supporting all aspects
 
of the company’s
 
global claims operations. Additionally,
Mr. Hoffman
 
held senior leadership
 
positions at The Hartford
 
Financial Services
 
Group, Inc.,
overseeing claims, litigation, and
 
settlement strategies.
 
He received his Bachelor
 
of Arts from
Gettysburg College
 
and a Juris Doctor from
 
The Dickinson School of
 
Law.
“We
 
are grateful for Sanjoy’s
 
years of service to Everest
 
and wish him all the
 
best in his future
endeavors,” said Juan
 
C. Andrade, Everest’s
 
President and CEO. “We
 
welcome Brent
 
to lead our
strong legal team in the
 
interim. His deep understanding
 
of our business, proven
 
leadership and
industry acumen make
 
him well suited for the role. I look
 
forward to working
 
closely with Brent as
we continue to position
 
Everest for future opportunity.”
After his departure on
 
April 21, Mr. Mukherjee
 
will remain available
 
as an advisor to Everest
 
to
assist in the transition into July
 
2023.
In addition to his role as
 
interim General Counsel
 
of Everest, Mr.
 
Hoffman will retain his
 
position
as Head of Claims and
 
Chief Operations Officer
 
for the Company’s
 
Reinsurance busi
 
ness.
About Everest
 
2
Everest is a global underwriting
 
leader providing best
 
-in-class property,
 
casualty, and
 
specialty
reinsurance and insurance
 
solutions that address customers’
 
most pressing challenges.
 
Known for a
50-year track record of
 
disciplined underwriting,
 
capital and risk management,
 
Everest, through its
global operating affiliates,
 
is committed to underwriting
 
opportunity for
 
colleagues, customers,
shareholders, and
 
communities worldwide.
 
Everest common
 
stock (NYSE: RE) is a component
 
of the S&P 500 index.
Additional information
 
about Everest, our people,
 
and our products
 
can be found on our
 
website at
www.everestre.com.