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): June 4, 2018
Donegal Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-15341 | 23-02424711 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. employer identification no.) | ||
| 1195 River Road, Marietta, Pennsylvania | 17547 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: 717-426-1931
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 4, 2018, Donald H. Nikolaus notified Donegal Mutual Insurance Company (“Donegal Mutual”) and Donegal Group Inc. (“DGI”) in writing that he will retire as President and Chief Executive Officer of Donegal Mutual and his officer positions with all of the subsidiaries of Donegal Mutual and DGI effective September 1, 2018.
The board of directors of Donegal Mutual held a special meeting on June 8, 2018 to appoint Kevin G. Burke, Acting Chief Executive Officer of Donegal Mutual since October 2017, to succeed Mr. Nikolaus. Mr. Burke is the President and Chief Executive Officer of DGI and has served as Executive Vice President and Chief Operating Officer of Donegal Mutual since 2014 and in other positions with Donegal Mutual and DGI since 2000. Mr. Nikolaus will continue to serve as chairman of the board of directors of Donegal Mutual and the subsidiaries of Donegal Mutual and DGI.
Effective September 1, 2018, the employment agreement dated as of July 29, 2011 among Donegal Mutual, DGI and Mr. Nikolaus will terminate as a result of the retirement of Mr. Nikolaus, and the consulting agreement among Donegal Mutual, DGI and Mr. Nikolaus dated as of July 29, 2011 will go into effect. DGI incorporates by reference the descriptions of the employment agreement and the consulting agreement included as part of DGI’s proxy statement for DGI’s 2018 annual meeting of stockholders DGI filed with the Securities and Exchange Commission on March 16, 2018 as though fully set forth in this Item 5.02.
Donegal Mutual issued a press release on June 8, 2018, which DGI files as an exhibit to this Form 8-K Report and which DGI incorporates by reference into this Item 5.02.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press Release of Donegal Mutual Insurance Company dated June 8, 2018 | |
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.
| DONEGAL GROUP INC. | ||
| By: | /s/ Jeffrey D. Miller Jeffrey D. Miller, Executive Vice President and Chief Financial Officer | |
Date: June 8, 2018
Exhibit 99.1
DONEGAL MUTUAL INSURANCE COMPANY ANNOUNCES THE
RETIREMENT OF PRESIDENT & CEO DONALD H. NIKOLAUS
Jeffrey D. Miller
Executive Vice President & Chief Financial Officer
Phone: (717) 426-1931
E-mail: jeffmiller@donegalgroup.com
For Immediate Release
MARIETTA, Pennsylvania, June 8, 2018 – Donegal Mutual Insurance Company, the holder of majority voting control of Donegal Group Inc. (NASDAQ: DGICA and DGICB), announced today that its President and Chief Executive Officer, Donald H. Nikolaus, will retire on September 1, 2018, after serving in that position for the past 37 years. Mr. Nikolaus will then serve as a consultant to Donegal Mutual Insurance Company and Donegal Group Inc. and their respective boards of directors pursuant to the terms of a consulting agreement.
The board of directors named Kevin G. Burke, Acting Chief Executive Officer of Donegal Mutual Insurance Company since October 2017, to succeed Mr. Nikolaus. Mr. Burke is the President and Chief Executive Officer of Donegal Group Inc. and has served as Executive Vice President and Chief Operating Officer of Donegal Mutual Insurance Company since 2014 and in other positions since 2000. Mr. Nikolaus will continue to serve as chairman of the boards of directors of Donegal Mutual Insurance Company and the subsidiaries of Donegal Mutual Insurance Company and Donegal Group Inc.
Mr. Burke commented, “Don Nikolaus took the helm as president of Donegal Mutual Insurance Company in 1981 and led the development of the Company from a one-state mutual insurance company writing approximately $30 million in annual direct premiums to the lead company of the Donegal Insurance Group, which today includes eleven insurance companies serving 26 states and writing approximately $1 billion in annual direct premiums. On behalf of our board of directors, we thank Don for his many years of dedicated service and expert leadership.”
About the Donegal Insurance Group
Donegal Mutual Insurance Company and the insurance subsidiaries of Donegal Group Inc. conduct business together as the Donegal Insurance Group. The Donegal Insurance Group offers personal and commercial property and casualty lines of insurance in 26 Mid-Atlantic, Midwestern, New England, Southern and Southwestern states. The Donegal Insurance Group has an A.M. Best rating of A (Excellent). Donegal Mutual Insurance Company and Donegal Group Inc. together own Donegal Financial Services Corporation, a grandfathered unitary savings and loan holding company, which owns Union Community Bank, a state savings bank.