form8k.htm
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
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Date
of Report (Date of earliest event reported)
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February
4, 2008
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SELECTIVE
INSURANCE
GROUP, INC.
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(Exact
name of registrant as specified in its charter)
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New
Jersey
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0-8641
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22-2168890
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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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40
Wantage Avenue,
Branchville, New Jersey
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07890
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(973)
948-3000
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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))
Section
2 – Financial Information
Item
2.02. Results of Operations and
Financial Condition.
On
February 4, 2008, Selective Insurance Group, Inc. (the “Company”) issued a press
release announcing results for the fourth quarter ended December 31, 2007 and
for the year ended December 31, 2007. The press release is attached hereto
as
Exhibit 99.1 and is being furnished, not filed, under Item 2.02 to this Report
on Form 8-K.
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.
(e)
Approval of Forms of Restricted Stock Unit Agreements
On
January 30, 2008, the Company’s
Salary and Employee Benefits Committee (the “SEB Committee”) approved
performance based and non-performance based forms of Restricted Stock Unit
(“RSU”) Agreements under the Selective Insurance Group, Inc. 2005 Omnibus Stock
Plan, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2,
respectively.
Each
vested RSU is generally settled by the transfer to the recipient of one share
of
common stock of the Company (“Common Stock”) as soon as administratively
practicable after the vesting date, but in no event later than the end of the
calendar year in which the vesting date falls. The recipient shall
also be entitled to receive the fair market value of that number of shares
of
Common Stock that would have been payable had the aggregate dividends paid
with
respect to a share of Common Stock during the period commencing on the date
of
grant of the RSU and terminating on the date on which the recipient is entitled
to settlement of such RSU been immediately reinvested in Common Stock on the
dividend payment date. All such dividend equivalents shall be subject
to the same vesting and forfeiture requirements as apply to the RSUs, and shall
be paid to the recipient in shares of Common Stock (with any fractional shares
paid in cash) in accordance with, and at the same time as, settlement of the
vested RSUs to which they are related. Generally, recipients whose
employment with the Company or a subsidiary of the Company terminates prior
to
the applicable vesting date will forfeit their unvested RSUs, unless the
termination is the result of the recipient’s death or total disability or occurs
after the recipient has attained early or normal retirement age under the
Retirement Income Plan for Selective Insurance Company of America (“Early
Vesting Recipients”).
Under
the form of non-performance based
RSU Agreement, in the case of Early Vesting Recipients, settlement of RSUs
will
occur as soon as administratively practicable following the recipient’s
“separation from service,” as defined in Section 409A of the Internal Revenue
Code of 1986, as amended, and applicable regulations thereunder (together,
“Section 409A”), from the Company and its subsidiaries (“Separation from
Service”), but in no event later than the end of the calendar year in which the
Separation from Service occurs. Settlement of RSUs for Early Vesting
Recipients who are “specified employees” of the Company, as defined in Section
409A, at the time of their Separation from Service are subject to a six month
delay, as required by Section 409A.
The
form of performance-based RSU
Agreement provides for the grant of RSUs, settlement of which is subject to
both
(i) attainment of certain performance goals, as determined by the SEB Committee
at the time of the grant and set forth in the RSU Agreement, and (ii) continued
employment with the Company or any of its subsidiaries through the vesting
date
set forth in the applicable agreement (except in the case of Early Vesting
Recipients or as otherwise determined by the SEB Committee). Except
in the case of recipients whose death occurs prior to the applicable vesting
date, settlement of performance-based awards shall be made as soon as
administratively practicable after the vesting date, but in no event later
than
the end of the calendar year in which the vesting date falls.
The
foregoing descriptions of the forms
of RSU Agreements are qualified in their entirety by reference to the copies
of
the forms of agreements, which are filed as Exhibit 10.1 and Exhibit 10.2,
respectively, to this Current Report on Form 8-K.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits
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10.1 |
Form
of Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Restricted
Stock Unit Agreement
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10.2 |
Form
of Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Restricted
Stock Unit Agreement |
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99.1 |
Press
Release of Selective Insurance Group, Inc. dated February 4,
2008 |
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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SELECTIVE
INSURANCE GROUP, INC.
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Date: February
4, 2008
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By:
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/s/
Michael H. Lanza |
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Michael
H. Lanza
Executive
Vice President, General Counsel
&
Corporate Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Form
of Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Restricted
Stock Unit Agreement
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10.2
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Form
of Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Restricted
Stock Unit Agreement
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99.1
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Press
Release of Selective Insurance Group, Inc. dated February 4,
2008
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