UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2018
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
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Bermuda
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001-31909
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Not Applicable
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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141 Front Street
Hamilton HM 19
Bermuda
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (441) 295-8201
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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f 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.
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
On August 13, 2018, Aspen Insurance Holdings Limited (“Aspen” or the “Company”) granted Scott Kirk, the Group Chief Financial Officer, with a retention award in the amount of $2 million (the “Retention Award”). The Retention Award will be paid to Mr. Kirk on January 1, 2020 subject to the terms and conditions set forth in the Retention Letter between Mr. Kirk and the Company, dated August 13, 2018 (the “Retention Letter”).
The description of the Retention Award contained in this report is qualified in its entirety by reference to the full text of the Retention Letter which is filed and attached hereto as Exhibit 10.1.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Unless otherwise specified above, the following exhibit is furnished as part of this report:
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.
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ASPEN INSURANCE HOLDINGS LIMITED
(Registrant)
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Dated: August 14, 2018
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By:
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/s/ Scott Kirk
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Name:
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Scott Kirk
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Title:
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Group Chief Financial Officer
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Scott Kirk
13 August 2018
Dear Scott,
In light of the prevailing market conditions, Aspen would like to recognise a small number of key employees who contribute significantly to Aspen and who play an integral role in Aspen’s future.
I am pleased to confirm that you have been selected to receive a retention award in the amount of USD $2,000,000 (the “Retention Award”), in addition to your current compensation package which will be paid to you at the time and on the terms and conditions set forth in this letter.
The Retention Award will be paid to you on January 1, 2020 provided, however, that you (i) have continued to satisfactorily perform your employment duties and (ii) remain employed with Aspen and have not resigned from your position or provided notice that you are resigning from your position prior to the payment date. We have the right to deduct or withhold, or require you to remit to us or our subsidiaries, an amount sufficient to satisfy any tax withholding requirements applicable to the Award.
You will receive this payment unless you are dismissed for Gross Misconduct (as defined in your employment agreement) prior to the payment date. Aspen will pay you the Retention Award within 45 days after such termination, provided that you have executed and returned to Aspen a severance and release agreement in the form provided to you by Aspen.
If Aspen determines that you are a Solvency II Covered Individual at the time the Retention Award is due to be paid to you, Aspen may adjust the timing of such payment to ensure Aspen meets the specific remuneration and governance requirements set out under Article 275 of the Commission Delegated Regulation (EU) 2015/35). In particular, Aspen will ensure that no less than 40% of annual variable remuneration is paid to you in the form of awards vesting over not less than three years if you are a Solvency II Covered Individual. Covered Individuals are determined annually at the sole discretion of Aspen.
Aspen’s Claw Back Policy and Malus Policy shall apply to the Retention Award. All other terms and conditions of your employment remain the same. Please sign below to acknowledge and agree the conditions of the Retention Award.
Meanwhile, I would like to take this opportunity to thank you sincerely for your considerable efforts and continued commitment to Aspen.
Yours sincerely,
/s/ Christopher O’Kane
Christopher O’Kane
Group Chief Executive Officer
By signing below, I accept the terms and conditions set forth in this letter for the Retention Award.
/s/ Scott Kirk August 13, 2018
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Employee Signature Date
