Erie Indemnity Co 8-K, filed Dec 8, 2020
Erie Indemnity Co (ERIE)
8-K
2020-12-08
For: 2020-12-08
View Original
Added on
April 10, 2026
About this 8-K
Erie Indemnity Co filed this 8-K on December 8, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): | |||||
| (Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||||||||||||||
| of incorporation) | File Number) | Identification No.) | ||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
| 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:
Securities registered pursuant to Section 12(b) of the Act:
| stated value $0.0292 per share | |||||||||||||||||
| (Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) | |||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 8.01 Other Events.
a) Erie Indemnity Company (the “Company”) issued a press release regarding the December 8, 2020 Board of Directors meeting, where the Board set the management fee rate charged by the Company to Erie Insurance Exchange, approved an increase in shareholder dividends and approved the following special cash dividend on shares of Erie Indemnity Company Class A common stock. See the Press Release attached as Exhibit 99.1.
Dividend Number: 361
Class A Rate Per Share: $2.00
Declaration Date: December 8, 2020
Ex-Dividend Date: December 18, 2020
Record Date: December 21, 2020
Payable Date: December 29, 2020
b) Also at its meeting on December 8, 2020, the Board of Directors of the Company approved the following regular quarterly dividend on shares of Erie Indemnity Company Class A common stock. See the Press Release attached as Exhibit 99.1.
Dividend Number: 362
Class A Rate Per Share: $1.035
Declaration Date: December 8, 2020
Ex-Dividend Date: January 4, 2021
Record Date: January 5, 2021
Payable Date: January 20, 2021
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated December 8, 2020
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Exhibit Index
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| Erie Indemnity Company | ||||||||||||||
| December 8, 2020 | By: | /s/ Brian W. Bolash | ||||||||||||
| Name: Brian W. Bolash | ||||||||||||||
| Title: SVP, Secretary & General Counsel | ||||||||||||||
Exhibit 99.1
| CONTACT: | Scott Beilharz, Investor Relations | ||||
| 1-800-458-0811 ext. 7312 or 814/870-7312 | |||||
| scott.beilharz@erieinsurance.com | |||||
FOR IMMEDIATE RELEASE
Erie Indemnity Approves Management Fee Rate and Dividend Increase, Declares Regular and Special Cash Dividends
Erie, Pa. (Dec. 8, 2020) - At its regular meeting held Dec. 8, 2020, the Board of Directors of Erie Indemnity Company (NASDAQ: ERIE) set the management fee rate charged to Erie Insurance Exchange, approved an increase in shareholder dividends and declared the quarterly dividend and a special cash dividend. Erie Indemnity Company has paid regular shareholder dividends since 1933.
The Board agreed to maintain the current management fee rate paid to Erie Indemnity Company by Erie Insurance Exchange at 25 percent, effective Jan. 1, 2021. The management fee rate was 25 percent for the period Jan. 1 through Dec. 31, 2020. The Board has the authority under the agreement with the subscribers (policyholders) at Erie Insurance Exchange to set the management fee rate at its discretion; however, the maximum fee rate permissible by the agreement is 25 percent. This action was taken based on the Board’s consideration and review of the relative financial positions of Erie Insurance Exchange and Erie Indemnity Company.
The Board also agreed to increase the regular quarterly cash dividend from $0.965 to $1.035 on each Class A share and from $144.75 to $155.25 on each Class B share. This represents a 7.3 percent increase in the payout per share over the current dividend rate. The next regular quarterly dividend is payable Jan. 20, 2021, to shareholders of record as of Jan. 5, 2021, with a dividend ex-date of Jan. 4, 2021.
The Board also declared a special one-time cash dividend of $2.00 on each Class A share and $300.00 on each Class B share. This special cash dividend is payable Dec. 29, 2020, to shareholders of record as of Dec. 21, 2020, with a dividend ex-date of Dec. 18, 2020.
About Erie Insurance
According to A.M. Best Company, Erie Insurance Group, based in Erie, Pennsylvania, is the 11th largest homeowners insurer and 12th largest automobile insurer in the United States based on direct premiums written and the 16th largest property/casualty insurer in the United States based on total lines net premium written. The Group, rated A+ (Superior) by A.M. Best Company, has nearly 6 million policies in force and operates in 12 states and the District of Columbia. Erie Insurance Group is a FORTUNE 500 company.
News releases and more information about Erie Insurance Group are available at www.erieinsurance.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
Statements contained herein that are not historical fact are forward-looking statements and, as such, are subject to risks and uncertainties that could cause actual events and results to differ, perhaps materially, from those discussed herein. Forward-looking statements relate to future trends, events or results and include, without limitation, statements and assumptions on which such statements are based that are related to our plans, strategies, objectives, expectations, intentions, and adequacy of resources. Examples of forward-looking statements are discussions relating to premium and investment income, expenses, operating results, and compliance with contractual and regulatory requirements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Among the risks and uncertainties, in addition to those set forth in our filings with the Securities and Exchange Commission, that could cause actual results and future events to differ from those set forth or contemplated in the forward-looking statements include the following:
•potential impacts of the COVID-19 pandemic on the growth and financial condition of the Erie Insurance Exchange ("Exchange");
•potential impacts of the COVID-19 pandemic on our operations, the business operations of our customers and/or independent agents, or our third-party vendor operations;
•dependence upon our relationship with the Exchange and the management fee under the agreement with the subscribers at the Exchange;
•dependence upon our relationship with the Exchange and the growth of the Exchange, including:
▪general business and economic conditions;
▪factors affecting insurance industry competition;
▪dependence upon the independent agency system; and
▪ability to maintain our reputation for customer service;
•dependence upon our relationship with the Exchange and the financial condition of the Exchange, including:
▪the Exchange's ability to maintain acceptable financial strength ratings;
▪factors affecting the quality and liquidity of the Exchange's investment portfolio;
▪changes in government regulation of the insurance industry;
▪emerging claims and coverage issues in the industry; and
▪severe weather conditions or other catastrophic losses, including terrorism;
•costs of providing policy issuance and renewal services to the Exchange under the subscriber's agreement;
•ability to attract and retain talented management and employees;
•ability to ensure system availability and effectively manage technology initiatives;
•difficulties with technology or data security breaches, including cyber attacks;
•ability to maintain uninterrupted business operations;
•factors affecting the quality and liquidity of our investment portfolio;
•our ability to meet liquidity needs and access capital; and
•outcome of pending and potential litigation.
A forward-looking statement speaks only as of the date on which it is made and reflects our analysis only as of that date. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changes in assumptions, or otherwise.
# # #