Rli Corp 8-K, filed Nov 10, 2021
Rli Corp (RLI)
About this 8-K
Rli Corp filed this 8-K on November 10, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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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.
(b) On November 10, 2021, Jonathan E. Michael, Chairman of the Board of Directors and Chief Executive Officer, announced his resignation as Chief Executive Officer of RLI Corp. (the “Company”) effective December 31, 2021. He will remain Chairman of the Board of Directors of the Company (the “Board”) effective January 1, 2022, until he stands for re-election to the Board at the 2022 annual meeting of shareholders on May 5, 2022. Mr. Michael’s resignation as Chief Executive Officer was part of a succession plan previously approved by independent Directors of the Board.
Mr. Michael, age 68, will remain employed by the Company during his tenure as Chairman of the Board. In connection with his role, the independent Directors of the Board approved an annual base salary of $350,000. Mr. Michael will not receive annual or long-term incentive awards in 2022. Mr. Michael will be eligible to participate in employee benefit programs under the terms of those programs. Mr. Michael will also be permitted to use the Company’s fractionally-owned aircraft for up to 35 hours for 2022 at an hourly rate set by the independent Directors of the Board.
(c) On November 10, 2021, the Board appointed Craig W. Kliethermes as President and Chief Executive Officer of the Company effective January 1, 2022. In connection with his promotion, Mr. Kliethermes will receive an annual base salary effective January 1, 2022 of $650,000. His annual and long-term incentives beginning January 1, 2022 will be established in the ordinary course in 2022 when those awards are set for other Company officers. There is no arrangement or understanding between Mr. Kliethermes and any other persons pursuant to which Mr. Kliethermes was selected as an officer. Mr. Kliethermes is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Kliethermes, age 56, has served as President and Chief Operating Officer of the Company since January 1, 2021, and President and Chief Operating Officer of the Company’s insurance company subsidiaries since 2016. Previously, he served as Senior Vice President, Risk Services of the Company since 2013. Kliethermes joined the Company in 2006.
(c) On November 10, 2021, the Board appointed Jennifer L. Klobnak as Chief Operating Officer of the Company effective January 1, 2022. In connection with her promotion, Ms. Klobnak will receive an annual base salary effective January 1, 2022 of $475,000. Her annual and long-term incentives beginning January 1, 2022 will be established in the ordinary course in 2022 when those awards are set for other Company officers. There is no arrangement or understanding between Ms. Klobnak and any other persons pursuant to which Ms. Klobnak was selected as an officer. Ms. Klobnak is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Klobnak, age 50, has served as Sr. Vice President, Operations of the Company’s insurance company subsidiaries since 2016. Previously, she served as Senior Vice President, Risk Services of the Company since 2014. Ms. Klobnak joined the Company in 2000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated November 10, 2021. This Exhibit is furnished pursuant to Item 8.01 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934. |
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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.
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RLI CORP. |
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Date: November 10, 2021 |
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/s/ Jeffrey D. Fick |
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Jeffrey D. Fick |
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Sr. Vice President, Chief Legal Officer & Corporate Secretary |
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
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RLI ANNOUNCES APPOINTMENT OF NEW CEO AND COO
PEORIA, ILLINOIS, November 10, 2021 -- RLI Corp. (NYSE: RLI) – RLI Corp. announced today that the RLI Board of Directors has appointed Craig W. Kliethermes as President and Chief Executive Officer (CEO) and Jennifer L. Klobnak as Chief Operating Officer (COO), effective January 1, 2022. These leadership changes will coincide with the planned retirement of current company Chairman & CEO Jonathan E. Michael at the end of 2021.
Kliethermes has served as President and COO since 2016. Previously, he served as Senior Vice President, Risk Services since 2013. Kliethermes joined RLI in 2006 and has 36 years of insurance industry experience. Prior to joining RLI, he served in various actuarial and leadership roles with Lockton Companies, GE Insurance/Employers Reinsurance and John Deere Insurance Company.
Klobnak has served as Senior Vice President, Operations since 2016. Previously, she served as Senior Vice President, Risk Services since 2014. Klobnak joined RLI in 2000 and has 21 years of insurance industry experience. Prior to joining RLI, she served in an audit role with PwC.
“Both Craig and Jen have the leadership track record and breadth of business experience necessary to guide our organization forward, including a strong customer orientation, commitment to our people and core values, and focus on delivering value to shareholders,” said Michael. “This planned transition demonstrates the depth of our leadership team and long-term sustainability of our organization. I’m confident that RLI is well-positioned for continued success.”
“I’m honored by the confidence the board has placed in me and want to thank Jon for his outstanding leadership and stewardship of RLI,” Kliethermes stated. “I’m grateful for the opportunity to lead the continued growth of our extraordinary company. RLI has talented and passionate employee owners at its core. I look forward to working with them to build on the solid foundation and legacy that Jon and RLI Founder Jerry Stephens established.”
“Strong relationships with our agents, customers and employees have been integral to our company’s success,” said Klobnak. “I look forward to continuing to work with the entire RLI team to enhance these relationships and advance our mission to protect customers from life’s uncertainties through industry-leading specialty risk management solutions, unmatched expertise and superior service.”
Following his planned retirement in December, current Chairman & CEO Jonathan Michael will continue to serve as Chairman of the RLI Board of Directors, a position he has held since 2011. During Michael’s 20-year tenure as CEO, the company significantly diversified its product portfolio, while delivering consistent top line growth and achieving 20 consecutive years of underwriting profit. Under his leadership, RLI’s total return to shareholders has far outpaced that of the S&P 500 and S&P 500 P&C indexes.
ABOUT RLI
RLI Corp. (NYSE: RLI) is a specialty insurer serving niche property, casualty and surety markets. The company provides deep underwriting expertise and superior service to commercial and personal lines customers nationwide. RLI’s products are offered through its insurance subsidiaries RLI Insurance Company, Mt. Hawley Insurance Company and Contractors Bonding and Insurance Company. All of RLI’s subsidiaries are rated A+ “Superior” by AM Best Company. RLI has paid and increased regular dividends for 46 consecutive years and delivered underwriting profits for 25 consecutive years. To learn more about RLI, visit www.rlicorp.com.
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
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FORWARD LOOKING STATEMENTS
This news release may include forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from any future expectations expressed or implied in such forward-looking statements. Various risk factors that could affect future results are listed in the company’s filings with the Securities and Exchange Commission, including the Form 10-K Annual Report for the year ended December 31, 2020.
MEDIA CONTACT
Lisa Gates
Vice President, Marketing & Communications
309-692-1000 x5438
Lisa.Gates@rlicorp.com
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