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 1, 2021
ALLEGHANY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-9371 | 51-0283071 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1411 Broadway, 34th Floor, New York, New York | 10018 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 752-1356
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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $1.00 par value | Y | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of President and Chief Executive Officer
On March 1, 2021, Alleghany Corporation (the “Company”) was informed by Weston M. Hicks, the Company’s President and Chief Executive Officer and a member of the Board of Directors (the “Board”), that he will retire from his position as Chief Executive Officer and as a director, effective on December 31, 2021 (the “Retirement Date”) and effective at the conclusion of the Company’s annual meeting of stockholders scheduled for April 23, 2021 (the “Annual Meeting”), Mr. Hicks will step down as the Company’s President.
Appointment of President
On March 1, 2021, the Company appointed Joseph P. Brandon as the Company’s President, effective at the conclusion of the Annual Meeting. Mr. Brandon will serve as the Company’s President until the Retirement Date, at which time he will become the Company’s President and Chief Executive Officer, and be appointed as a director of the Board.
In satisfaction of the disclosure required by Regulation S-K Items 401(b), (d) and (e), the information contained in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on March 16, 2020, is incorporated by reference herein. With respect to Regulation S-K Item 404(a), there are no relationships or related party transactions between Mr. Brandon and the Company that would be required to be reported.
The terms of Mr. Brandon’s compensation in connection with his appointment as President and Chief Executive Officer are still being finalized and are therefore not yet available for disclosure hereunder. The Company will disclose the final compensation terms in a subsequent filing to be made by the Company under the Securities Exchange Act of 1934 when such terms are finalized.
Appointment of Executive Vice President
On March 1, 2021, the Company appointed Kerry J. Jacobs as the Company’s Executive Vice President, effective at the conclusion of the Annual Meeting. Ms. Jacobs will serve as the Company’s Executive Vice President in addition to her current role as the Company’s chief financial officer.
In satisfaction of the disclosure required by Regulation S-K Items 401(b), (d) and (e), the information contained in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on March 16, 2020, is incorporated by reference herein. With respect to Regulation S-K Item 404(a), there are no relationships or related party transactions between Ms. Jacobs and the Company that would be required to be reported.
The terms of Ms. Jacobs’ compensation in connection with her appointment as Executive Vice President and chief financial officer are still being finalized and are therefore not yet available for disclosure hereunder. The Company will disclose the final compensation terms in a subsequent filing to be made by the Company under the Securities Exchange Act of 1934 when such terms are finalized.
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| Item 8.01 |
Other Events. |
On March 3, 2021, the Company issued a press release announcing the above mentioned retirement and appointments. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
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Description |
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| 99.1 | Press Release, dated March 3, 2021, announcing the retirement of President and Chief Executive Officer and promotion of other officers. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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.
| ALLEGHANY CORPORATION | ||||||
| Date: March 3, 2021 | By: |
/s/ Kerry J. Jacobs |
||||
| Name: | Kerry J. Jacobs | |||||
| Title: | Senior Vice President and chief financial officer | |||||
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Exhibit 99.1
ALLEGHANY CORPORATION
1411 Broadway, 34th Floor
New York, NY 10018
ALLEGHANY CORPORATION ANNOUNCES CEO SUCCESSION AND EXECUTIVE APPOINTMENTS
NEW YORK, NY, March 3, 2021 — Alleghany Corporation (NYSE: Y) announced today that Weston M. Hicks, President and Chief Executive Officer, has elected to retire as Chief Executive Officer and a director of Alleghany at year-end 2021. Joseph P. Brandon, currently Executive Vice President, will succeed Mr. Hicks as Chief Executive Officer and be appointed to the Board of Directors, effective at year-end 2021. Mr. Brandon will succeed Mr. Hicks as President of Alleghany, effective April 23, 2021 upon the conclusion of Alleghany’s 2021 Annual Meeting of Stockholders. Ms. Kerry J. Jacobs, currently Senior Vice President and Chief Financial Officer, will succeed Mr. Brandon as Executive Vice President of Alleghany, effective April 23, 2021. Ms. Jacobs will continue as Chief Financial Officer until a successor is identified.
Mr. Hicks, 64 years old, joined Alleghany in 2002 as Executive Vice President-Finance and was appointed as a director and President and Chief Executive Officer on December 31, 2004. “In his almost 19 years at Alleghany, Weston has had a profoundly positive impact,” said Jefferson W. Kirby, Chairman of Alleghany. “When he joined the company in 2002, Alleghany’s stockholders’ equity was approximately $1.4 billion, comprised substantially of passive assets. Weston reallocated those assets into several successful acquisitions in the property and casualty industry and tapped the available free cash flow from these acquisitions to build Alleghany Capital, which now has seven platform companies. During Weston’s tenure, Alleghany’s stockholders’ equity has grown to approximately $8.8 billion at year-end 2020, after repurchasing approximately $1.9 billion of shares and distributing approximately $0.4 billion of cash dividends to stockholders. He also led Alleghany through two of the most challenging times in its history, the Great Recession and, more recently, the uncharted territory resulting from the global COVID-19 pandemic. Alleghany has been fortunate to have a President and Chief Executive Officer of his caliber. On behalf of the Board and the entire Alleghany organization, I thank him for his many contributions to the company.”
Mr. Brandon, 62 years old, joined Alleghany in 2012 as its Executive Vice President. “Since becoming part of Alleghany, Joe and I have worked closely as partners overseeing Alleghany’s insurance and reinsurance operations, as well as on corporate strategy matters,” Mr. Hicks said. “His knowledge of the re/insurance industry is unparalleled, and his strategic, operating and financial insights have been invaluable to me and the company. The Alleghany Board of Directors and I are confident that Joe will bring his expertise and insights to all of Alleghany’s businesses and is the right person to lead Alleghany in the coming years.”
Ms. Jacobs, 42 years old, joined Alleghany in 2014 as Vice President – Finance and has held critical roles with increasing responsibility during her seven-year tenure at Alleghany. Mr. Brandon said, “Kerry is a proven leader with strong business acumen, and I very much look forward to working with her in her new expanded role as a senior operating leader of Alleghany. Kerry’s proven financial and business capabilities, sharp thinking and focus will be a benefit to the company and help me significantly in my new role at Alleghany.”
About Alleghany Corporation
Alleghany Corporation (NYSE:Y) creates value by owning and supporting its operating subsidiaries and managing investments, anchored by a core position in property and casualty reinsurance and insurance. Alleghany’s property and casualty subsidiaries include: Transatlantic Holdings, Inc., a leading global reinsurer; RSUI Group, Inc., which underwrites wholesale specialty insurance coverages including property, casualty, professional liability and directors’ and officers’ liability; and CapSpecialty, Inc., an underwriter of commercial property, casualty and surety insurance coverages.
Alleghany’s subsidiary Alleghany Capital Corporation (“Alleghany Capital”) owns and manages a diverse portfolio of industrial and non-industrial businesses. Alleghany Capital’s industrial businesses include: (i) Precision Cutting Technologies, Inc., which provides precision automated machine tool solutions and high-performance carbide end mills and manufactures and services waterjet orifices and nozzles; (ii) R.C. Tway Company, LLC (dba “Kentucky Trailer”), a manufacturer of custom trailers and truck bodies for the moving and storage industry and other markets; (iii) WWSC Holdings, LLC, a structural steel fabricator and erector; and (iv) Wilbert Funeral Services, Inc., a provider of products and services for the funeral and cemetery industries and precast concrete markets. Alleghany Capital’s non-industrial businesses include: (i) IPS-Integrated Project Services, LLC, a design, engineering, procurement, construction management and validation service provider focused on the global pharmaceutical and biotechnology industries; (ii) Jazwares, LLC, a global toy and musical instrument company; and (iii) CHECO Holdings, LLC, a hotel management and development company. For additional information about Alleghany Capital, please visit www.alleghanycc.com
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For more information, please contact:
Investors:
Dale James
Alleghany Corporation
212-508-8116
Media:
Mike Smargiassi
The Plunkett Group
212-739-6729
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