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 4 2009
Everest Re Group, Ltd.
(Exact name of registrant as specified in its charter)
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Bermuda |
1-15731 |
98-0365432 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
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Wessex House – 2nd Floor 45 Reid Street PO Box HM 845 Hamilton HM DX, Bermuda |
Not Applicable |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code 441-295-0006
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On May 7, 2009, the registrant issued a news release announcing the retirement of its Chief Financial Officer, Craig Eisenacher. A copy of the news release announcing the retirement is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Mr. Eisenacher resigned from the position of Executive Vice President and Chief Financial Officer effective May 4, 2009.
In addition, the registrant announced the appointment of Dominic J. Addesso to the position of Executive Vice President and Chief Financial Officer of the registrant, effective May 8, 2009. Mr. Addesso, age 55, had been with Munich Re America since 1997, in various senior executive positions, most recently as President of the Regional Clients division since 2007 and President of the Direct Treaty division from 2002 to 2007. Prior to Munich Re America, Mr. Addesso had been Executive Vice President and Chief Financial Officer of Selective Insurance Group in addition to other senior positions with the company, since 1978.
On May 6, 2009, the registrant entered into an Employment Agreement with Mr. Addesso, effective May 8, 2009.
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The material terms of the Employment Agreement are as follows: |
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Term: |
May 8, 2009 to May 7, 2010 |
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Annual Salary: |
$500,000 |
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Bonus: |
Eligible to participate in Annual Incentive Plan (discretionary plan) for a |
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target bonus up to $500,000 |
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Restricted Shares: |
$500,000 of restricted shares upon approval by the registrant’s compensation committee, |
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in accordance with the 2002 Stock Incentive Plan as amended May 2006 |
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Change of Control: |
Eligible to participate in the Senior Executive Change of Control Plan as amended and |
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restated effective January 1, 2009 |
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Termination Clause: |
Restricted shares will fully vest and separation payment of $500,000 will be made upon |
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termination for other than misconduct or breach of Company policies |
A copy of the Employment Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
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Item 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
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(c) |
Exhibits |
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Exhibit No. |
Description |
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10.1 |
Employment Agreement with Dominic J. Addesso |
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99.1 |
News Release of the Registrant dated May 7, 2009 |
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.
EVEREST RE GROUP, LTD.
By: /S/ KEITH T. SHOEMAKER
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Keith T. Shoemaker |
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Vice President and Comptroller, |
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Principal Accounting Officer |
Dated: May 8, 2009
EXHIBIT INDEX
Exhibit
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Number |
Description of Document |
Page No. |
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10.1 |
Employment Agreement with Dominic J. Addesso |
5 |
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99.1 |
News Release of the Registrant dated May 7, 2009 |
9 |