- Current report filing (8-K)
February 29 2012 - 4:32PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date of Report (Date of earliest event
reported): February
24, 2012
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XL GROUP
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Public Limited Company
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(Exact name of registrant as specified in its charter)
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Ireland
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1-10804
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98-0665416
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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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No. 1 Hatch Street Upper, 4
th
Floor, Dublin, Ireland
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2
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: +353
(1) 405-2033
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Not Applicable
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(Former name or former address, if changed since last report)
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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 (
see
General Instruction A.2. below):
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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. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b) On
February 27, 2012, XL Group plc (the Company) announced that Dr. Ellen
Thrower has decided to retire from the Board of Directors of the Company (the
Board), effective as of February 24, 2012. The press release issued by the
Company on February 27, 2012 announcing Dr. Throwers retirement is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
(d) On
February 24, 2012 the Board, acting upon the recommendation of its Nominating,
Governance and External Affairs Committee, appointed Ms. Valerie Gooding to the
Board. Ms. Goodings service as a director will become effective on April 26,
2012. In accordance with the Companys Articles of Association, which provide
for each class of directors to consist as nearly as possible of one-third of
the total number of directors, Ms. Gooding has been appointed as a Class III
Director and as such will be nominated for election at the Companys 2013
annual general meeting of shareholders. She has been named to the Risk and
Finance Committee and the Management Development and Compensation Committee of
the Board.
As disclosed
in the Form 8-K12B relating to the Companys redomestication to Ireland, filed
with the Securities and Exchange Commission on July 1, 2010, all other
directors and the secretary of the Company have entered into indemnification
agreements with XLIT Ltd. (formerly XL Group Ltd.); accordingly, Ms. Gooding
will enter into such an indemnification agreement that will be effective on her
commencement date. There are no arrangements or understandings between Ms.
Gooding and any other person pursuant to which she was selected to serve as a
director. No information called for by Item 404(a) of Regulation S-K is
required to be disclosed herein.
As Ms.
Goodings service as a director of the Company will commence in April 2012,
upon commencement she will be entitled, at the determination of the Board and
pursuant to the terms of the Companys Amended and Restated Directors Stock and
Option Plan, to an initial option to purchase the Companys ordinary shares,
and will be entitled to any annual equity grant and retainer fee that will be
awarded to directors in April 2012 for the 2012-2013 service period.
The press
release issued by the Company on February 27, 2012 announcing the appointment
of Ms. Gooding to the Board is attached as Exhibit 99.1 hereto and is
incorporated by reference herein.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits. The following
exhibits are filed herewith:
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Exhibit
No.
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Description
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99.1
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Press Release (XL Group
plc Announces the Appointment of Valerie F. Gooding to its Board of
Directors) dated February 27, 2012.
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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.
Date: February 29, 2012
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XL Group plc
(Registrant)
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By:
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/s/ Kirstin Gould
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Name: Kirstin Gould
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Title: General Counsel and Secretary
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