- Current report filing (8-K)
May 18 2010 - 4:45PM
Edgar (US Regulatory)
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): May 12, 2010
Triad
Guaranty Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-22342
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56-1838519
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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101
South Stratford Road
Winston-Salem,
North Carolina 27104
(Address
of principal executive offices) (zip code)
(Registrant’s
telephone number, including area code)
(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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On May
12, 2010, the Compensation Committee (the “Committee”) of the Board of Directors
of Triad Guaranty Inc. (the “Company”) established the corporate and individual
performance goals that will be used to assess each named executive officer’s
eligibility for an annual performance-based cash incentive award for the year
ending December 31, 2010. The performance-based cash incentive award
is designed to recognize the accomplishment of key corporate and individual
performance goals. Targeted cash incentive awards have been
established and are based on the value of the contributions of the named
executive officer’s position. The amount of the award is weighted 80% on
corporate performance and 20% on individual performance. However, the
Committee has the discretion to award up to 150% of the targeted amount to any
named executive officer who delivers exceptional results with respect to his
individual goals.
For the
year ending December 31, 2010, the Committee has approved the following
corporate performance goals: (i) manage the Company’s run-off in a
manner that maintains positive relations with the Illinois Department of
Insurance (the “Department”) and key policyholders; (ii) pursue opportunities to
settle or commute large blocks of risk where the settlement is consistent with
the objectives of the run-off plan; (iii) efficiently and effectively administer
the Company’s master policies to assure timely payment of all valid claims; (iv)
reduce expenses while maintaining efficient and effective operations; (v)
maintain a talented and motivated staff to successfully manage the run-off plan;
and (vi) investigate third-party options and support reasonable actions
developed by the government sponsored entities and servicers to improve loss
mitigation efforts.
In
addition, for the year ending December 31, 2010, the Committee has approved the
following individual performance goals for each of our named executive
officers:
Mr. Jones
— In
addition to the overall executive leadership responsibilities associated with
accomplishing the Company’s corporate goals, the Committee established the
following performance goals for Mr. Jones: (i) maintain the
Company’s relationship with the Department; (ii) manage appropriate
relationships with key policy holders; (iii) monitor existing and any future
litigation; (iv) develop and pursue new and ongoing corporate strategic
initiatives; and (v) ensure that expenses and internal controls are being
properly managed.
Mr. Wall
— The
Committee established the following performance goals for
Mr. Wall: (i) manage certain litigation-specific matters; (ii)
provide support for commuting or restructuring captive reinsurance treaties;
(iii) pursue and manage loss mitigation initiatives; (iv) maintain regulatory
relationships and compliance and manage any run-off issues; (v) meet internal
audit and compliance requirements; and (vi) manage expenses consistent with
corporate objectives.
Mr. Haferman
— The
Committee did not establish individual performance goals for Mr. Haferman for
the year ending December 31, 2010 because his position has been eliminated
effective May 31, 2010.
For each
of our named executive officers, a minimum bonus opportunity is available as a
“retention guarantee” during 2010 – in other words, the minimum annual cash
incentive award set forth below is automatically earned by each named executive
officer who remains in a key position for the Company’s ongoing operations at
December 31, 2010 or who is involuntarily terminated without cause during
2010. The 2010 minimum annual cash incentive award and targeted
annual cash incentive award for each of our named executive officers is set
forth below:
Mr. Jones: Minimum
of $100,000 and target of $200,000.
Mr.
Wall: Minimum of $62,500 and target of $125,000.
Mr. Haferman:
Minimum of $50,000 and target of $125,000. Due to the elimination of Mr.
Haferman’s position effective May 31, 2010 and in accordance with the Company’s
severance program, he will be entitled to receive the minimum bonus amount of
$50,000 as part of a lump sum payment following the effective date of his
termination.
Item
5.07.
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Submission
of Matters to a Vote of Security
Holders.
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The
Company’s Annual Meeting of Stockholders was held on May 13,
2010. Shares entitled to vote at the Annual Meeting totaled
15,258,128, of which 10,798,843 shares were represented.
The five
directors identified below were elected at the Annual Meeting. Shares
were voted as follows for each nominee:
Election of Directors
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Shares
Voted
in
Favor
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Shares
Withheld
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Broker
Non-votes
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H.
Lee Durham, Jr.
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5,575,501
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132,645
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5,090,697
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Deane
W. Hall
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5,576,692
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131,454
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5,090,697
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Kenneth
W. Jones
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5,575,812
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132,334
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5,090,697
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William
T. Ratliff, III
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5,576,000
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132,146
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5,090,697
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David
W. Whitehurst
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5,574,770
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133,376
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5,090,697
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Stockholders
also voted to ratify the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm for the year ending December 31,
2010. This proposal was approved by the votes set forth in the
following table:
Ratification of Auditor
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Shares
Voted
in
Favor
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Shares
Voted
Against
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Shares
Abstaining
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Ratification
of the appointment of
Ernst
& Young LLP as the Company’s independent registered public
accounting firm for the year ending December 31,
2010.
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10,713,278
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78,298
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7,267
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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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Triad Guaranty
Inc.
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May
18, 2010
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/s/
Kenneth S. Dwyer
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Kenneth
S. Dwyer
Vice
President and Chief Accounting
Officer
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