8-K
Everest Group, Ltd. (EG)
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)
March 10, 2023
Everest Re Group, Ltd.
(Exact name of registrant as
specified in its charter)
Bermuda
1-15731
98-0365432
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
Seon Place – 4th Floor
141 Front Street
PO Box HM 845
Hamilton
HM 19
,
Bermuda
Not Applicable
(Address of principal executive
offices)
(Zip Code)
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):
☐
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))
Securities registered pursuant to
Section 12(b) of the Act:
Class
Trading Symbol(s)
Name of Exchange where
registered
Common Shares, $0.01 par value
RE
New York Stock Exchange
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 12(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.
Sanjoy
Mukherjee,
Executive
Vice
President,
General
Counsel,
and
Secretary
of
Everest
Re
Group,
Ltd.
(the
“Company”), will be leaving
the Company to
pursue other opportunities
effective as of April 21, 2023.
Subject to the
terms
of
the
transition
agreement
entered
into
by
Mr.
Mukherjee
and
the
Company
dated
March
10,
2023
(the
“Transition Agreement”), he will also
serve as an advisor to
the Company from April 22, 2023 through
July 3, 2023
(the “Separation Date”)
and, for such services,
he will receive a one-time
payment of $50,000.
Subject to the terms
of
Mr. Mukherjee’s
employment agreement (as reported in the Company’s
Proxy Statement for its 2022 annual general
meeting of shareholders and filed as
Exhibit 10.19 to the Company’s Annual
Report on Form 10-K for the
year ended
December 31, 2022) and
the Transition
Agreement, Mr. Mukherjee will
receive accrued payments, vesting of equity
awards, insurance benefits and
a separation allowance in accordance
with the terms of his
employment agreement, a
one-time payment of
two years
of his
base annual
salary payable
in
January 2025, and
a cash
payment in
lieu of
a
tranche of six hundred
and one (601) restricted
shares that would
otherwise have vested
on November 19,
2024 (based
on the market price
of the Company’s stock at
the close of the New
York Stock Exchange on the Separation
Date).
Brent
Hoffman has
been appointed
Interim General
Counsel. The
Company will
be
conducting a
search for
Mr.
Mukherjee’s permanent replacement.
A copy
of the
related press release is
attached to this
Current Report on
Form 8-K as
Exhibit 99.1 and
incorporated
herein by reference.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(c)
Exhibits
Exhibit No.
Description
99.1
News Release of
the registrant,
dated March 14,
2023
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/ ROBERT J. FREILING
Robert J. Freiling
Senior Vice President and
Chief Accounting Officer
Dated:
March 27, 2023
EXHIBIT INDEX
Exhibit
Number
Description of Document
Page No.
5
104
Cover Page Interactive
Data File (embedded
within the Inline XBRL
document
ex991
1
NEWS RELEASE
EVEREST RE GROUP,
LTD.
Seon place, 141
Front Street, 4
th
Floor, Hamilton
HM 19, Bermuda
Contacts
Media:
Dawn Lauer
Investors:
Matt Rohrmann
Chief Communications
Officer
Head of Investor
Relations
908.300.7670
908.604.7343
Everest Appoints Brent
Hoffman as Interim
General Counsel; Announces
the
Departure of Sanjoy Mukherjee
HAMILTON,
Bermuda -- (BUSINESS
WIRE) – March 14,
2023
– Everest Re Group, Ltd.
(“Everest”) (NYSE: RE), a global
underwriting leader
providing best-in-class
property,
casualty,
and specialty reinsurance
and insurance solutions, today
announced that Brent Hoffman
has been
appointed interim General
Counsel, replacing
Sanjoy Mukherjee
who will be leaving the
Company
to pursue other
opportunities effective
April 21, 2023. The Company
will be conducting a search
for Mr. Mukherjee’s
permanent replacement.
Mr. Hoffman
brings more than
25 years of extensive
legal and industry
experience to the role.
Prior to joining Everest, he
served in several
senior claims and
legal positions at major global
(re)insurance organizations
and private practice, recently
as AXA XL’s
Chief Claims Officer,
where he led the company’s
global claims strategy and
operations across multiple business
lines
and geographies. He also
served as General
Counsel – Global
Claims, where he led AXA XL’s
in-
house legal team
supporting all aspects
of the company’s
global claims operations. Additionally,
Mr. Hoffman
held senior leadership
positions at The Hartford
Financial Services
Group, Inc.,
overseeing claims, litigation, and
settlement strategies.
He received his Bachelor
of Arts from
Gettysburg College
and a Juris Doctor from
The Dickinson School of
Law.
“We
are grateful for Sanjoy’s
years of service to Everest
and wish him all the
best in his future
endeavors,” said Juan
C. Andrade, Everest’s
President and CEO. “We
welcome Brent
to lead our
strong legal team in the
interim. His deep understanding
of our business, proven
leadership and
industry acumen make
him well suited for the role. I look
forward to working
closely with Brent as
we continue to position
Everest for future opportunity.”
After his departure on
April 21, Mr. Mukherjee
will remain available
as an advisor to Everest
to
assist in the transition into July
2023.
In addition to his role as
interim General Counsel
of Everest, Mr.
Hoffman will retain his
position
as Head of Claims and
Chief Operations Officer
for the Company’s
Reinsurance busi
ness.
About Everest
2
Everest is a global underwriting
leader providing best
-in-class property,
casualty, and
specialty
reinsurance and insurance
solutions that address customers’
most pressing challenges.
Known for a
50-year track record of
disciplined underwriting,
capital and risk management,
Everest, through its
global operating affiliates,
is committed to underwriting
opportunity for
colleagues, customers,
shareholders, and
communities worldwide.
Everest common
stock (NYSE: RE) is a component
of the S&P 500 index.
Additional information
about Everest, our people,
and our products
can be found on our
website at
www.everestre.com.