8-K

UNITED FIRE GROUP INC (UFCS)

8-K 2022-02-10 For: 2022-02-10
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Added on April 04, 2026

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): February 10, 2022

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United Fire Group Inc.

(Exact name of registrant as specified in its charter)

Iowa 001-34257 45-2302834
(State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 118 Second Avenue SE
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Cedar Rapids Iowa 52401
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (319) 399-5700

_______________________N/A________________________

(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))

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.001 par value UFCS The NASDAQ Global Select Market

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.

Retirement of Neal Scharmer as Vice President, General Counsel and Corporate Secretary

On February 10, 2022, Neal Scharmer notified United Fire Group, Inc. (the "Company" or "UFG") of his decision to retire as Vice President, General Counsel and Corporate Secretary, effective March 31, 2022. In connection with Mr. Scharmer's planned retirement, the Company and Mr. Scharmer have agreed that Mr. Scharmer will continue to receive his base salary until June 30, 2022, The Company's Board of Directors approved the vesting of all of Mr. Scharmer's previously unvested restricted stock units and nonqualified stock options. Mr. Scharmer's nonqualified stock options have been modified to set an expiration date of April 1, 2024. The Board of Directors did not accelerate the vesting of any unvested performance stock units and such unvested units will expire at Mr. Scharmer's retirement date pursuant to the terms of the applicable award agreement.

Appointment of Sarah E. Madsen as Chief Legal Officer

On February 10, 2022, the Board of Directors appointed Sarah E. Madsen as Chief Legal Officer of UFG, effective March 31, 2022, upon the retirement of Mr. Scharmer.

Item 7.01 Regulation FD Disclosure.

On February 10, 2022, the Company issued a press release announcing the retirement of Mr. Scharmer and appointment of Ms. Madsen, in each case, effective March 31, 2022. A copy of the press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit 99.1 Press release of United Fire Group, Inc. datedFebruaryufgpressrelease2-10x22_chi.htm10, 2022.
Exhibit 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.

United Fire Group, Inc.
(Registrant)
Dated: February 10, 2022 /s/ Randy A. Ramlo
Randy A. Ramlo, Chief Executive Officer

1

Document

Exhibit 99.1

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United Fire Group, Inc. General Counsel Neal Scharmer Retiring; Sarah Madsen Appointed Successor

CEDAR RAPIDS, IOWA – February 10, 2022 – United Fire Group, Inc. (Nasdaq: UFCS) ("UFG"), announced today that Neal Scharmer, Vice President, General Counsel and Corporate Secretary, will retire from UFG on March 31, 2022, after more than 40 years practicing law, and having served in his current role for more than 20 years.

Mr. Scharmer joined UFG in 1995 as a Claims Attorney, and was named Vice President and General Counsel in 2001. During his 27 years at UFG, Mr. Scharmer has approached the practice of law with skill, dedication, and a sense of service.

“Neal is a thoughtful, pragmatic legal advisor, and a deeply respected colleague at UFG,” said Randy Ramlo, President and Chief Executive Officer. “His leadership and legal advice has helped guide UFG through key litigation matters, strategic acquisitions, and historic natural disasters affecting UFG and our insureds. We wish him the very best in his well-deserved retirement.”

UFG also announced today the promotion of Sarah Madsen as Chief Legal Officer, effective March 31, 2022, upon the retirement of Mr. Scharmer. Ms. Madsen will oversee UFG’s legal, regulatory, governance, compliance and vendor management matters.

Ms. Madsen is an experienced attorney and leader, having served as corporate counsel and a partner of a Twin Cities litigation firm before she joined UFG as Assistant General Counsel in 2018. As Assistant General Counsel, Ms. Madsen has leveraged the strategic capabilities of legal by expanding UFG’s staff counsel operations, establishing a vendor management office, and reducing outside legal spend without compromising exceptional service to UFG insureds. “We are very fortunate to have Sarah assuming the position of Chief Legal Officer,” stated Ramlo. “Her business-minded approach, legal expertise, and leadership are significant assets to our organization. She thrives in the presence of challenge, and will help us achieve our long-term strategic goals.”

About UFG

Founded in 1946 as United Fire & Casualty Company, UFG, through its insurance company subsidiaries, is engaged in the business of writing property and casualty insurance.

Through our subsidiaries, we are licensed as a property and casualty insurer in 50 states, plus the District of Columbia, and we are represented by approximately 1,000 independent agencies. A.M. Best Company assigns a rating of "A" (Excellent) for members of the United Fire & Casualty Group.

For more information about UFG, visit www.ufginsurance.com or contact:

Randy Patten, AVP and Interim Co-Chief Financial Officer, 319-286-2537 or IR@unitedfiregroup.com.