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): September 12, 2017
CITIZENS, INC.
(Exact name of registrant as specified in its charter)
| COLORADO | 0-16509 | 84-0755371 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2900 Esperanza Crossing
Austin, Texas 78758
(Address of principal executive offices) (Zip Code)
(512) 837-7100
(Registrant’s telephone number, including area code)
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)) |
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 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers |
On September 12, 2017, Citizens, Inc. (“Citizens” or the “Company”) announced the appointment of David S. Jorgensen as General Manager for International Operations of CICA Life, Ltd. (Bermuda). Mr. Jorgensen has more than 25 years of experience in the life insurance industry, particularly in oversight of international insurance operations in his most recent role as Chief Financial Officer and Treasurer of Citizens. Prior to joining the Company, Mr. Jorgensen was Chief Financial Officer of AIG Life of Bermuda from 2014 to 2015, where he gained experience in Bermuda Solvency Capital Requirements (“BSCR”), corporate governance, risk assessment and risk management under the BSCR. In his new role, he will be responsible for leading CICA Life, Ltd. operations, expanding the Company’s international footprint globally and implementing strategic changes to the Company’s current international business model.
Mr. Jorgensen is succeeded by Kay E. Osbourn, who will serve as Citizens’ Executive Vice President, Chief Financial Officer and Chief Investment Officer. Ms. Osbourn was most recently the Company’s President. Since joining the Company in 2008, Ms. Osbourn has served in a number of management roles including Vice President, Internal Audit, Treasurer, Chief Financial Officer and Interim Chief Executive Officer. Ms. Osbourn has extensive experience in the insurance industry and with the Company.
Geoffrey M. Kolander, Citizens’ current Chief Executive Officer, will succeed Ms. Osbourn as President and serve in the role of President and CEO of Citizens, Inc.
In connection with the change in roles, Mr. Jorgensen’s employment agreement as Chief Financial Officer has been terminated.
CICA Life, Ltd. is a wholly owned subsidiary of Citizens, Inc. Other insurance companies in the Citizens Inc. Group are CICA Life Insurance Company of America and Security Plan Life Insurance Company.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 10.1 | Termination Agreement, dated as of September 12, 2017, by and between Citizens, Inc. and David S. Jorgensen |
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.
| CITIZENS, INC | ||
| By: |
/s/ Geoffrey M. Kolander |
|
| President and Chief Executive Officer | ||
Date: September 13, 2017
EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 10.1 | Termination Agreement, dated as of September 12, 2017, by and between Citizens, Inc. and David S. Jorgensen | |
Exhibit 10.1
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this “ Agreement ”) is entered into as of September 12, 2017 (the “ Effective Date ”) by and between Citizens, Inc., a Colorado corporation (the “ Company ”), and David S. Jorgensen (the “ Executive ”) (each, a “ Party ” and together, the “ Parties ”).
WHEREAS , the Executive has been employed as the Company’s Vice President, Chief Financial Officer and Treasurer;
WHEREAS , the Parties entered into an employment agreement attached hereto and dated January 16, 2017 (the “ Employment Agreement ”);
WHEREAS , the Parties have mutually agreed to terminate the Employment Agreement effective immediately; and
NOW, THEREFORE , in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
(1) Termination . By this Agreement the Parties mutually terminate and cancel the Employment Agreement effective immediately rendering all its terms, obligations and provisions no longer in effect. The Parties agree that this Agreement satisfies all requirements for termination of the Employment Agreement under its terms and provisions, including but not limited to, amendment and notice provisions.
(2) Outstanding Obligations . The Parties acknowledge by this Agreement that the consideration provided and received by each other is fair, just and reasonable and that no further consideration, compensation or obligation will be due, payable or owing with regard to the Employment Agreement as of the date of this Agreement.
(3) Release . By this Agreement the Parties release each other from any and all claims, causes of action, demands, and liabilities of whatever nature which either Party had in the past, has now or may have in the future arising out of any occurrence that took place prior to the Effective Date of this Agreement or arising out of the Employment Agreement.
(4) Interpretation . The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor or against either Party.
(5) Authority; Representations of the Executive . The Parties hereby represent that they each have the authority to enter into this Agreement, and the Executive hereby represents to the Company that the execution of, and performance of any of his duties under, this Agreement shall not constitute a breach of or otherwise violate any other agreement to which the Executive is a party. The Executive hereby further represents to the Company that he will not utilize or disclose any confidential information obtained by the Executive in connection with any former employment with respect to his duties and responsibilities hereunder.
(6) Entire Agreement . This Agreement shall constitute the entire agreement between the Parties hereto with respect to the Executive’s employment hereunder, and this Agreement supersedes and is in full substitution for any and all prior understandings or agreements between the Parties with respect to the Executive’s employment.
(7) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to its principles of conflicts of law.
IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.
| EXECUTIVE |
|
/s/ David S. Jorgensen |
| David S. Jorgensen |
| CITIZENS, INC. |
|
By: /s/ Grant Teaff |
| Name: Grant Teaff |
| Title: Chairman, Compensation Committee |