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): May 23, 2017

 

 

1347 PROPERTY INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-36366 46-1119100
(State or other jurisdiction
of incorporation) 		(Commission
File Number)

(IRS Employer  

Identification No.)  

 

1511 N. Westshore Blvd., Suite 870, Tampa, FL 33607
(Address of principal executive offices, including Zip Code)

 

(813) 579-6213  

(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 weather 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 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 Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 23, 2017, 1347 Property Insurance Holdings, Inc. (the “Company”) announced that Dan Case, 39, has been appointed as Chief Operating Officer of the Company effective immediately. Mr. Case has 17 years of experience in financial services during which time he has focused exclusively on the insurance and reinsurance industries. Prior to joining the Company, Mr. Case was an Executive Vice President at BMS Re, an independent reinsurance intermediary, from September 2016 to March 2017, and a founding partner at Advocate Reinsurance Partners, a privately-held reinsurance intermediary for middle-market insurance carriers, captives, risk retention groups and other specialty insurance operations, from October 2010 until its purchase by BMS Re in September 2016. At Advocate Reinsurance Partners, Mr. Case led the property reinsurance practice and advised both personal lines and commercial clients with catastrophe exposure.

 

Mr. Case began his career as an analyst in Banc of America Securities’ Financial Institutions Group in 2000, where he worked in raising both private and public capital until 2002. In 2002, Mr. Case joined Aon Benfield Securities, a specialist investment bank, where he served the insurance and reinsurance industries until 2006. In 2006, he joined HBK Investments, an investment management firm based in Dallas, Texas, as an analyst managing private equity, collateralized reinsurance investments, and traded securities in the property casualty insurance and reinsurance market. Mr. Case was also a partner at TigerRisk Partners, an independent reinsurance intermediary, from 2009 – 2010. Mr. Case obtained a B.A. in Mathematics-Economics from Wesleyan University.

 

The Company has entered into an offer letter with Mr. Case, which provides for an annual base salary of $275,000 and a sign-on bonus of $30,000 following 30 days of employment with the Company. Mr. Case will also be eligible for an annual bonus, subject to the determination of the Board of Directors.

 

In addition, Mr. Case will have the opportunity to purchase up to 68,027 shares of the Company’s common stock on the open market or in direct purchases from the Company during his first six months of employment with the Company, and at the end of the six-month purchase period, the Company will match any such shares purchased by Mr. Case with a grant of restricted stock units (“RSUs”) of the Company equal to two RSUs for each share purchased by Mr. Case. The RSUs will vest 20% per year over five years following the date granted, subject to continued employment through such vesting date. The aggregate maximum number of shares of the Company’s common stock that may be acquired pursuant to this arrangement, including through open market purchases, purchases from the Company and grants from the Company, is 204,081. Any shares purchased directly from the Company will be made at a price equal to the closing price of the Company’s common stock on the prior trading day, but at a price not less than the Company’s latest quarter end published book value per share. This arrangement was entered into outside of the Company’s existing shareholder approved equity plan and was approved by the Compensation Committee of the Company’s Board of Directors as an inducement material to Mr. Case entering into employment with the Company in reliance on NASDAQ Listing Rule 5635(c)(4).

 

There is no family relationship existing between Mr. Case and any executive officer or director of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

The terms of Mr. Case’s employment with the Company are set forth in the offer letter between the Company and Mr. Case, which is attached hereto as Exhibit 10.1 to this Form 8-K and is incorporated by reference into the Item 5.02. A copy of the press release announcing the appointment of Dan Case as Chief Operating Officer of the Company is attached hereto as Exhibit 99.1 to this Form 8-K. 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Description
10.1   Offer Letter dated May 23, 2017, by and between the Company and Dan Case.
99.1   Press Release dated May 23, 2017.

 

 

 
 

 

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.

 

Date: May 23, 2017 

 

  1347 PROPERTY INSURANCE HOLDINGS, INC.
   
   
  By: /s/ John S. Hill  
    John S. Hill
    Vice President and Chief Financial Officer

 

 

 
 

 

INDEX TO EXHIBITS

 

Exhibit   Description
10.1   Offer Letter dated May 23, 2017, by and between the Company and Dan Case.
99.1   Press Release dated May 23, 2017.

 

 

 

 

1347 PROPERTY INSURANCE HOLDINGS, INC. 8-K

 

EXHIBIT 10.1

 

May 23, 2017  

 

Dan Case 

 

Dan,

 

It is our pleasure to extend to you this offer to join the team as an employee of Maison Managers, Inc (the “Company”).

 

The following is a summary of the terms of this offer, which is contingent upon satisfactory completion of the pre-employment requirements listed below. It is our understanding that you are not subject to any agreement that would restrict your employment opportunities. Should this not be the case, please let us know immediately.

 

●   Your position will be that of Chief Operating Officer, reporting to Doug Raucy, with your first day of employment set to be May 15, 2017.
     
●   Your Base Pay will be $275,000.00 annually, paid in the amount of $11,458.33 on the 15 th and last day of each month.
     
●   You will receive a signing bonus of $30,000, paid on either the 15 th or last day of the month following 30 days of continuous employment with the Company.
     
●   The Company will reimburse you for all reasonable travel expenses to and from Dallas, Texas and Tampa, Florida including airfare and hotels for a period of 13 months following your first day of employment. Travel expenses will be subject to the standard travel policies of the Company and will be restricted to the employee only (i.e. not to include family travel). In addition to travel expenses, the Company will provide a moving allowance of up to $30,000 to pay for your permanent relocation to Tampa, FL and related moving expenses.
     
●   You will have the opportunity to purchase up to 68,027 shares of 1347 Property Insurance Holdings, Inc. (Nasdaq: PIH) common stock on the open market or in direct purchases from the company in the 6 months following your first day of employment with the Company. You will receive a match equal to two restricted stock units (“RSUs”) for each share of common stock acquired by you. The RSUs will vest 20% per year for each of the five years following the qualification date for participation based on your continued service with the Company. The matching grant shall be made as soon as administratively possible after the end of the purchase period. The aggregate maximum number of shares of PIH that may be acquired by you pursuant to this arrangement, including through open market purchases, purchases from the Company and grants from the Company, is 204,081. Any shares purchased directly from the Company will be made at a price equal to the closing price of the Company’s common stock on the prior trading day, but not less than the latest quarter end published book value per share.
     
●   You will also be eligible for an annual bonus which shall be determined based upon various performance metrics as mutually agreed upon between you and the Compensation Committee of the Board of Directors of 1347 Property Insurance Holdings, Inc. Furthermore, you will be considered for equity-based compensation granted to the Company’s executives on an annual basis and at the discretion of the Company’s Board of Directors.
     
●   Life, Health, Dental, Disability and other ancillary benefits are available through your employment with the Company and will be covered during your orientation should you decide to accept this employment offer. You will become eligible for benefits on the first of the month following 30 days of continuous employment with the Company.
     
●   You will also be eligible to participate in the Company-sponsored 401(k) Plan following 30 days of continuous employment with the Company.

 

 

 

 

 

●   The Company is committed to providing its employees with a safe and drug-free workplace and therefore, all employment offers are contingent upon the successful completion of a pre-employment drug screen. Failure to schedule and complete the drug screen may result in the rescission of your employment offer.
     
●   Your employment is also contingent upon the successful completion of a background check which does not reveal any item in your past that (in the sole opinion of the Company) would prevent you from being successful at your job.
     
●   While it is our sincere hope that our working relationship will be a long and fulfilling one, we remind you that the Company is an At Will employer. As such, the Company does not offer employment on a fixed-term basis. Your employment will be “At Will”, meaning that you will not have an employment contract for a specific duration. The Company can terminate the employment relationship at any time for any non-discriminatory reason, with or without cause.

 

By signing this offer of employment, you agree and acknowledge that (i) you have not relied, and are not relying on any oral or written statements, promises or representation made by any employee, agent, or representative of the Company that are not expressly set forth in this letter, and (ii) you are not bound by any agreement or obligation that would restrict you from performing the functions of your position to the best of your ability.

 

We would be delighted to have you join the Company and participate in its anticipated success. Please acknowledge your understanding of the foregoing by signing and dating below and returning this letter via email to Kyle Cerminara, Chairman of the Compensation Committee of the Board of Directors of 1347 Property Insurance Holdings, Inc. at kyle@fundamentalglobal.com. Should you have any questions regarding this offer, you can contact either Kyle at 704-677-0534 or Doug at 813-579-6210. This letter agreement is the complete agreement between the Company and you with respect to the subject matter hereof and supersedes any prior discussions, negotiations, offer letters or agreements between the Company and you relating to such subject matter.

 

Sincerely, 

 

/s/ Douglas N. Raucy 

President and Chief Executive Officer 

 

I have read, understand, and acknowledge all the terms of this letter and accept employment with the Company under these terms. I understand that this is an employment-at-will relationship. I understand that this letter is the sole component of this offer of employment. 

 

 

/s/ Dan Case  

May 23, 2017

 

 

 

1347 PROPERTY INSURANCE HOLDINGS, INC. 8-K

 

 

 

Exhibit 99.1

 

 

1347 PROPERTY INSURANCE HOLDINGS, INC. APPOINTS INDUSTRY VETERAN 

DAN CASE AS CHIEF OPERATING OFFICER 

 

Tampa, FL – May 23, 2017 – 1347 Property Insurance Holdings, Inc. (NASDAQ: PIH) (the “Company”), a property and casualty insurance holding company offering specialty insurance to individual and commercial customers in Louisiana and Texas through its wholly-owned subsidiary, Maison Insurance Company (“Maison”), today announced that the Company has appointed Mr. Dan Case to the position of Chief Operating Officer. Mr. Case will be responsible for strategies and activities relating to profitable growth for the Company’s insurance operations, including product strategies, underwriting, sales and distribution, in addition to overseeing the day-to-day operations of the Company. 

 

Background on Dan Case

 

Mr. Case has 17 years of experience in financial services during which time he has focused exclusively on the insurance and reinsurance industries. Prior to joining the Company, Mr. Case was an Executive Vice President at BMS Re from September 2016 to March 2017 and a founding partner at Advocate Reinsurance Partners from October 2010 until its purchase by BMS Re in September 2016. At Advocate Reinsurance Partners, Mr. Case led the property reinsurance practice and advised both personal lines and commercial clients with catastrophe exposure.

 

Mr. Case began his career as an analyst in Banc of America Securities’ Financial Institutions Group in 2000, where he worked in raising both private and public capital until 2002. In 2002, Mr. Case joined Aon Benfield Securities, a specialist investment bank, where he served the insurance and reinsurance industries until 2006. In 2006, he joined HBK Investments as an analyst managing private equity, collateralized reinsurance investments, and traded securities in the property casualty insurance and reinsurance market. Mr. Case was also a partner at TigerRisk Partners, an independent reinsurance intermediary, from 2009 – 2010. Mr. Case obtained a B.A. in Mathematics-Economics from Wesleyan University.

 

Management Comments

 

Doug Raucy, Chief Executive Officer, stated, “Dan is an accomplished leader with significant expertise across all facets of the insurance industry. Dan’s impressive track record in the financial services sector as an operator, acquirer and integrator is a perfect complement to our executive team and our focus on accelerating market share expansion. We are looking forward to working together as we continue to grow our insurance operations into multiple states, and Dan’s analytic skills, knowledge of our businesses, and attention to operational effectiveness will serve our team well as COO.”

 

Dan Case, COO, commented “I am excited to join PIH and look forward to building on the Company’s success as we pursue our strategic plan.”

 

Inducement Grant under NASDAQ Listing Rule 5635(c)(4)

 

In connection with Mr. Case’s new employment, Mr. Case will have the opportunity to purchase up to 68,027 shares of the Company’s common stock on the open market or in direct purchases from the Company during his first six months of employment with the Company, and at the end of the six-month purchase period, the Company will match any such shares purchased by Mr. Case with a grant of restricted stock units (“RSUs”) of the Company equal to two RSUs for each share purchased by Mr. Case. The RSUs will vest 20% per year over five years following the date granted, subject to continued employment through such vesting date. The aggregate maximum number of shares of the Company’s common stock that may be acquired pursuant to this arrangement, including through open market purchases, purchases from the Company and grants from the Company, is 204,081. Any shares purchased directly from the Company will be made at a price equal to the closing price of the Company’s common stock on the prior trading day, but not less than the latest quarter end published book value per share. This arrangement was entered into outside of the Company’s existing shareholder approved equity plans and was approved by the Compensation Committee of the Company’s Board of Directors as an inducement material to Mr. Case entering into employment with the Company in reliance on NASDAQ Listing Rule 5635(c)(4).

 

 
 

 

About 1347 Property Insurance Holdings, Inc.

 

1347 Property Insurance Holdings, Inc. is a specialized property and casualty insurance holding company incorporated in Delaware. The Company provides property and casualty insurance in Louisiana and Texas through its wholly-owned subsidiary Maison Insurance Company (“Maison”). Maison was recently licensed in the State of Florida, but has not yet started writing business in the state. The Company’s insurance offerings for personal and commercial customers currently include homeowners, wind and hail only, manufactured home and dwelling fire policies.  

 

Forward Looking Statements

 

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as "expects", "believes", "anticipates", "intends", "estimates", "seeks" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect Company management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward looking statements, please refer to the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise. 

 

 

 

CONTACT: - OR - INVESTOR RELATIONS:
1347 Property Insurance Holdings, Inc.   The Equity Group Inc.
Douglas N. Raucy   Jeremy Hellman, CFA
Chief Executive Officer   Senior Associate
(813) 579-6210 / draucy@maisonins.com   (212) 836-9626 / jhellman@equityny.com