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 13, 2008 (March 7, 2008)
STATE AUTO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Ohio | 000-19289 | 31-1324304 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 518 East Broad Street, Columbus, Ohio | 43215-3976 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (614) 464-5000
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)) |
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 5.02(e)
On March 7, 2008, the Board of Directors of State Auto Financial Corporation (the “ Company ”) approved amendments to certain of the Company’s stock option plans to include a provision prohibiting the repricing of stock options granted under such plans after their grant date except with the prior approval of the Company’s shareholders. The amendment to each stock option plan has been filed as an exhibit to this Current Report on Form 8-K.
In addition, on March 7, 2008, the Board of Directors of the Company approved an amendment to the Company’s Long-Term Incentive Plan to designate the specific peer group to be used as part of the qualifying performance criteria under this plan. The amendment to the Long-Term Incentive Plan has been filed as an exhibit to this Current Report on Form 8-K.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
| (c) | Exhibits. |
|
Exhibit No. |
Description |
|
| 10.1 | Fourth Amendment to State Auto Financial Corporation 1991 Stock Option Plan. | |
| 10.2 | Third Amendment to State Auto Financial Corporation 1991 Directors’ Stock Option Plan. | |
| 10.3 | Sixth Amendment to State Auto Financial Corporation 2000 Directors Stock Option Plan. | |
| 10.4 | First Amendment to the State Auto Financial Corporation 1998 State Auto Agents’ Stock Option Plan. | |
| 10.5 | First Amendment to the State Auto Financial Corporation Long-Term Incentive Plan. | |
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.
| STATE AUTO FINANCIAL CORPORATION | ||||||
| Date: | March 13, 2008 | By |
/s/ James A. Yano |
|||
| Vice President and General Counsel | ||||||
EXHIBIT 10.1
FOURTH AMENDMENT
TO
STATE AUTO FINANCIAL CORPORATION
1991 STOCK OPTION PLAN
The State Auto Financial Corporation 1991 Stock Option Plan (the “ Plan ”), as heretofore amended, is hereby further amended in the following particulars:
| §1. | Definitions |
All capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan.
| §2. | No Stock Option Repricing without Shareholder Approval |
The exercise price per Share of any Option granted under the Plan shall not be changed or modified after the time such Option has been granted unless such change or modification is made with a the prior approval of the Company’s shareholders.
| §3. | Effective Date; Construction |
The effective date of this amendment is March 7, 2008, and this amendment shall be deemed to be a part of the Plan as of such date. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.
EXHIBIT 10.2
THIRD AMENDMENT
TO
STATE AUTO FINANCIAL CORPORATION
1991 DIRECTORS’ STOCK OPTION PLAN
The State Auto Financial Corporation 1991 Directors’ Stock Option Plan (the “ Plan ”), as heretofore amended, is hereby further amended in the following particulars:
| §1. | Definitions |
All capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan.
| §2. | No Stock Option Repricing without Shareholder Approval |
The exercise price per Share of any Option granted under the Plan shall not be changed or modified after the time such Option has been granted unless such change or modification is made with a the prior approval of the Company’s shareholders.
| §3. | Effective Date; Construction |
The effective date of this amendment is March 7, 2008, and this amendment shall be deemed to be a part of the Plan as of such date. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.
EXHIBIT 10.3
SIXTH AMENDMENT
TO
STATE AUTO FINANCIAL CORPORATION
2000 DIRECTORS STOCK OPTION PLAN
The State Auto Financial Corporation 2000 Directors Stock Option Plan (the “Plan”), as heretofore amended, is hereby further amended in the following particulars:
| §1. | Definitions |
All capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan.
| §2. | No Stock Option Repricing without Shareholder Approval |
The option price per share of Stock of any Stock Option granted under the Plan shall not be changed or modified after the time such Stock Option has been granted unless such change or modification is made with a the prior approval of the Company’s shareholders.
| §3. | Effective Date; Construction |
The effective date of this amendment is March 7, 2008, and this amendment shall be deemed to be a part of the Plan as of such date. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.
EXHIBIT 10.4
FIRST AMENDMENT
TO THE
STATE AUTO FINANCIAL CORPORATION
1998 STATE AUTO AGENTS’ STOCK OPTION PLAN
(Amended and Restated as of May 1, 1999)
The State Auto Financial Corporation 1998 State Auto Agents’ Stock Option Plan, amended and restated as of May 1, 1999 (the “ Plan ”), is hereby amended in the following particulars:
| §1. | Definitions |
All capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan.
| §2. | No Stock Option Repricing without Shareholder Approval |
The Option Price of any Stock Options granted under the Plan shall not be changed or modified after the time such Stock Options have been granted unless such change or modification is made with a the prior approval of the Company’s shareholders.
| §3. | Effective Date; Construction |
The effective date of this amendment is March 7, 2008, and this amendment shall be deemed to be a part of the Plan as of such date. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.
EXHIBIT 10.5
FIRST AMENDMENT
TO THE
STATE AUTO FINANCIAL CORPORATION
LONG-TERM INCENTIVE PLAN
Background Information
| A. | State Auto Financial Corporation (the “ Company ”) has adopted and maintains the State Auto Financial Corporation Long-Term Incentive Plan (the “Plan”) for the benefit of its executive officers and other key management employees, managers and professionals. |
| B. | The Company desires to amend the Plan to revise and clarify the relative peer group used in determining the Company’s performance and the determination of awards under the Plan. |
| C. | Per Article 9 of the Plan, the Company may amend the Plan at any time. |
Amendment of the Plan
Effective as of January 1, 2008, the Plan is hereby amended as follows:
| 1. | Section 1.2.(b) of the Plan is hereby amended in its entirety to read as follows: |
(b) Recognize and reward long-term operating performance as compared with the Company’s peer group of property and casualty companies as designated by the Committee, namely the A.M. Best Property Casualty Composite Listing for Total U.S. PC Agency;
| 2. | All other provisions of the Plan shall remain in full force and effect. |