Additional Proxy Soliciting Materials (definitive) (defa14a)
February 26 2020 - 3:03PM
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) February 20, 2020
AMERICAN NATIONAL INSURANCE CO
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Texas
|
|
001-34280
|
|
74-0484030
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS employer
Identification No.)
|
|
|
|
One Moody Plaza Galveston, Texas
|
|
77550-7999
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code (409) 763-4661
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 Act:
|
|
|
|
|
Title of Each Class
|
|
Trading
Symbol
|
|
Name of Each Exchange
on which Registered
|
Common Stock, Par Value $1.00
|
|
ANAT
|
|
NASDAQ
|
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.
|
On February 20, 2020, the Board of Directors of American National Insurance
Company (the Company or we), on recommendation of the Board Compensation Committee, approved cash payments under the Companys Executive Incentive Compensation Program with respect to the short-term incentive
(STI) and long-term incentive (LTI) performance periods ending December 31, 2019. This incentive compensation information was not contained in the Summary Compensation Table included in the
Companys preliminary proxy statement for its 2020 Annual Meeting of Stockholders (the Annual Meeting), filed with the Securities and Exchange Commission on February 12, 2020 (the Proxy Statement), because
the amount of such compensation had not been determined at the time of filing the Proxy Statement.
Pursuant to Item 5.02(f) of Form 8-K, below is a revised Summary Compensation Table, which includes the incentive compensation earned by the named executive offers with respect to 2019, along with revised total compensation figures.
No other amounts have changed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
Salary
(a)(1)
|
|
|
Bonus
(b)(1)
|
|
|
Non-Equity
Incentive
Plan
Compensation
(c)(2)
|
|
|
Change
in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
(d)(1)
|
|
|
All Other
Compensation
(e)(1)
|
|
|
Total
|
|
James E. Pozzi,
President and Chief Executive Officer
|
|
|
2019
|
|
|
$
|
1,049,893
|
|
|
$
|
0
|
|
|
$
|
4,891,584
|
|
|
$
|
1,755,409
|
|
|
$
|
153,554
|
|
|
$
|
7,850,440
|
|
|
|
|
|
|
|
|
|
Timothy A. Walsh,
Executive Vice President, CFO, Treasurer, ML and P&C Operations
|
|
|
2019
|
|
|
$
|
526,670
|
|
|
$
|
198
|
|
|
$
|
741,033
|
|
|
$
|
0
|
|
|
$
|
56,277
|
|
|
$
|
1,324,178
|
|
|
|
|
|
|
|
|
|
David A. Behrens,
Executive Vice President, Independent Marketing
|
|
|
2019
|
|
|
$
|
572,677
|
|
|
$
|
198
|
|
|
$
|
981,875
|
|
|
$
|
441,724
|
|
|
$
|
64,232
|
|
|
$
|
2,060,706
|
|
|
|
|
|
|
|
|
|
Hoyt J. Strickland,
Executive Vice President, Career Sales & Service Division
|
|
|
2019
|
|
|
$
|
424,406
|
|
|
$
|
198
|
|
|
$
|
489,574
|
|
|
$
|
103,375
|
|
|
$
|
50,652
|
|
|
$
|
1,068,205
|
|
|
|
|
|
|
|
|
|
Johnny D. Johnson,
Executive Vice President, Corporate Business Process Officer and CIO
|
|
|
2019
|
|
|
$
|
424,406
|
|
|
$
|
198
|
|
|
$
|
467,870
|
|
|
$
|
97,705
|
|
|
$
|
56,807
|
|
|
$
|
1,046,986
|
|
(1)
|
Amounts in these columns are further explained in the footnotes below the Summary Compensation Table in the
Proxy Statement.
|
(2)
|
The amounts in this column include earnings under the 2019 STI and the cash settlement of book value units
(BVUs) earned as of December 31, 2019 pursuant to the 2017 LTI as shown in the following table:
|
|
|
|
|
|
|
|
|
|
Name
|
|
STI
|
|
|
LTI
|
|
James E. Pozzi
|
|
$
|
793,748
|
|
|
$
|
4,097,836
|
|
Timothy A. Walsh
|
|
$
|
278,724
|
|
|
$
|
462,309
|
|
David A. Behrens
|
|
$
|
324,929
|
|
|
$
|
656,946
|
|
Hoyt J. Strickland
|
|
$
|
189,213
|
|
|
$
|
300,361
|
|
J. D. Johnson
|
|
$
|
176,475
|
|
|
$
|
291,395
|
|
The table below shows each STI performance measure and the threshold, target and maximum goals associated with each, along
with actual 2019 performance with respect to each performance measure. Information regarding our performance measures is provided in the limited context of our STI discussion and should not be understood to be statements of managements
expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STI Performance Measure
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
2019 Actual
|
|
Insurance ROE
|
|
|
5.40
|
%
|
|
|
7.90
|
%
|
|
|
10.40
|
%
|
|
|
6.93
|
%
|
Premium Growth
|
|
|
3.55
|
%
|
|
|
5.55
|
%
|
|
|
8.55
|
%
|
|
|
4.36
|
%
|
P&C Combined Ratio
|
|
|
101.00
|
%
|
|
|
99.00
|
%
|
|
|
96.00
|
%
|
|
|
100.16
|
%
|
Life Direct Earned Premium Growth
|
|
|
4.60
|
%
|
|
|
6.10
|
%
|
|
|
8.60
|
%
|
|
|
5.99
|
%
|
The following table shows how each NEO performed relative to his 2019 aggregate target STI opportunity:
2019 STI Potential Target Aggregate Incentive Opportunities
for the NEOs Compared to Actual Aggregate STI Incentive Award Earned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Aggregate Target STI
|
|
|
Actual Aggregate Incentive Award
Earned
|
|
|
As a %
of Base
Salary
|
|
|
As $
Amount
|
|
|
As a % of
Target
STI
|
|
|
As a %
of
Base Salary
|
|
|
As $
Amount
|
|
James E. Pozzi
|
|
|
100
|
%
|
|
$
|
1,075,016
|
|
|
|
73.84
|
%
|
|
|
73.84
|
%
|
|
$
|
793,748
|
|
Timothy A. Walsh
|
|
|
70
|
%
|
|
$
|
373,136
|
|
|
|
74.70
|
%
|
|
|
52.29
|
%
|
|
$
|
278,724
|
|
David A. Behrens
|
|
|
70
|
%
|
|
$
|
405,733
|
|
|
|
80.08
|
%
|
|
|
56.06
|
%
|
|
$
|
324,929
|
|
Hoyt J. Strickland
|
|
|
55
|
%
|
|
$
|
236,250
|
|
|
|
80.09
|
%
|
|
|
44.05
|
%
|
|
$
|
189,213
|
|
J.D. Johnson
|
|
|
55
|
%
|
|
$
|
236,250
|
|
|
|
74.70
|
%
|
|
|
41.08
|
%
|
|
$
|
176,475
|
|
The cash value of BVUs earned as of December 31, 2019 under the 2017 LTI was based on the compound
annual growth rate (CAGR) of the Companys GAAP book value during the three-year performance period ended December 31, 2019, adjusted for dividends paid. In calculating the book value CAGR achieved for such performance period,
we excluded the impact of certain factors that otherwise enhanced GAAP book value. First, we excluded the impact of the Tax Cuts and Jobs Act of 2017. Second, we excluded the impact of our adoption of an accounting standard that resulted in an
increase in our retained earnings. By excluding these items, GAAP equity was reduced by approximately $266.3 million for purposes of calculating adjusted book value CAGR at December 31, 2019, which had the effect of lowering the BVU cash
settlements. Our book value at December 31, 2019 with such exclusions, plus dividends paid during 2017, 2018 and 2019, was approximately $5.99 billion. Our GAAP book value on December 31, 2016 was approximately $4.66 billion. The
resulting adjusted book value CAGR for the three-year performance period ending December 31, 2019 was 8.74%.
The book value growth objectives for
the 2017 LTI were a threshold book value CAGR of 4.0%, a target book value CAGR of 6.25%, and a maximum book value CAGR of 9.0%. The 8.74% adjusted book value CAGR achieved was approximately 145% of target CAGR. Each of the NEOs, therefore,
earned approximately 145% of his respective target BVUs. It is anticipated that each earned BVU will be settled in cash on February 28, 2020 at an accumulated value of $128.58 per BVU, the product of the $100 initial BVU value times the
compounded three-year adjusted book value CAGR of 8.74% (or $100 x 1.0874%3). Such cash settlement is reflected in the table below.
Cash Settlement of BVUs Earned under 2017 LTI Program
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
2017 Target BVUs
|
|
|
BVUs Earned as of End of
Performance Period
(12/31/2019)
|
|
|
Number of
BVUs
|
|
|
As $
Amount*
|
|
|
Number of
BVUs
|
|
|
As $
Amount**
|
|
James E. Pozzi
|
|
|
21,938
|
|
|
$
|
2,193,800
|
|
|
|
31,869.93
|
|
|
$
|
4,097,836
|
|
Timothy A. Walsh
|
|
|
2,475
|
|
|
$
|
247,500
|
|
|
|
3,595.50
|
|
|
$
|
462,309
|
|
David A. Behrens
|
|
|
3,517
|
|
|
$
|
351,700
|
|
|
|
5,109.24
|
|
|
$
|
656,946
|
|
Hoyt J. Strickland
|
|
|
1,608
|
|
|
$
|
160,800
|
|
|
|
2,335.99
|
|
|
$
|
300,361
|
|
J.D. Johnson
|
|
|
1,560
|
|
|
$
|
156,000
|
|
|
|
2,266.25
|
|
|
$
|
291,395
|
|
*
|
Based on initial value of $100.
|
**
|
Based on an accumulated value of $128.58 per BVU.
|
The Dodd-Frank Act and rules of the Securities and Exchange Commission (the SEC) require that we provide the following information
about the relationship of the total annual compensation of our median employee and the total annual compensation of our CEO. Such information was not available in full at the time of filing the Proxy Statement. Under such SEC rules, we are required
to identify our median employee only once every three years, unless there is a change in our employee population or compensation arrangements such that we reasonably believe a significant change in our pay ratio disclosure would result. Because we
do not believe that there have been changes in our employee population or compensation arrangements that would significantly impact our pay ratio disclosure, we believe it is reasonable to use the median employee previously identified and reported
for 2017 and 2018 for purposes of calculating our pay ratio disclosure for 2019.
The total annual compensation for 2019 of the employee identified as our median employee (not including our
CEO) was $67,023. The total annual compensation for 2019 of our CEO, James E. Pozzi, was $7,850,440. Based on this information, the ratio of our CEOs total compensation for 2019 to the total compensation of our identified median employee was
estimated to be 117:1.
To identify our median employee for purposes of our pay ratio disclosure for 2017, we first identified all of our employees as of
December 31, 2017. We then ranked the 2017 annual compensation of this employee population (not including our CEO) based on IRS Form W-2, Box 1 wages, without annualizing the compensation of individuals
who were employed for less than the full year. After identifying the median employee from this ranking, we calculated the annual total compensation for such employee using the same methodology we use for our NEOs as set forth in Summary Compensation
Table above.
This pay ratio is a reasonable good faith estimate calculated in a manner consistent with SEC rules based on our payroll and employment
records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on his or her annual total compensation allow companies to use a variety of methodologies, to apply
certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio we report above, as other companies may have
different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions to calculate their own pay ratios.
ADDITIONAL INFORMATION
This communication does not
constitute an offer to buy or solicitation of an offer to sell any securities and is not a solicitation of a proxy from any stockholder of the Company. In connection with the proposed holding company reorganization described in the Proxy Statement
(the Reorganization), American National Group, Inc. (the Holding Company) has filed with the SEC a preliminary registration statement on Form S-4 that includes a preliminary
joint proxy statement/prospectus consisting of a proxy statement relating to the Annual Meeting and a prospectus relating to the common stock of the Holding Company. The Company and the Holding Company also plan to file other relevant documents in
connection with the proposed Reorganization. THE COMPANYS STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT / PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED REORGANIZATION. Investors may obtain a free copy of the definitive proxy statement/prospectus (if and when available) and other relevant documents filed
by the Company or the Holding Company with the SEC at the SECs website at www.sec.gov. In addition, copies of the definitive proxy statement/prospectus (if and when available) and other relevant documents containing information
about the Company, the Holding Company and the proposed Reorganization can be obtained free of charge by visiting our investor relations website at www.americannational.com/wps/portal/an/menu/about/investors.
The directors and executive officers of the Company and other persons may be deemed to be participants in
the solicitation of proxies in respect of the proposed Reorganization. Information regarding the Companys directors and executive officers and other persons who, under the rules of the SEC, may be potential participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is included in the preliminary proxy statement/prospectus and will be included in the definitive proxy statement/prospectus and other relevant
documents that the Company and the Holding Company have filed and intend to file with the SEC in connection with the Annual Meeting.
FORWARD LOOKING
STATEMENTS
This report contains, and certain statements made by management from time to time may contain, forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are indicated by words such as expects, intends, anticipates,
plans, believes, estimates, will or words of similar meaning, and include, without limitation, statements regarding the proposed Reorganization, the occurrence and timing of any closing of the proposed
Reorganization, and other factors described below. These forward-looking statements are subject to changes and uncertainties which are, in many instances, beyond our control and have been made based upon current assumptions, expectations and
beliefs. There can be no assurance that future developments will be in accordance with our expectations, or that the effect of future developments on us will be as anticipated. It is not a matter of corporate policy for us to update or revise
forward-looking statements based on the outcome of various foreseeable or unforeseeable events. Forward-looking statements are not guarantees of future performance and involve various risks and uncertainties. There are certain important factors that
could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including without limitation:
|
|
|
we may not obtain the expected benefits of the Reorganization;
|
|
|
|
the Reorganization may result in substantial costs whether completed or not;
|
|
|
|
as a holding company, the Holding Company will be dependent on the operations and funds of its subsidiaries;
|
|
|
|
our business relationships may be subject to disruption;
|
|
|
|
even with stockholder approval, the Reorganization may not be completed; and
|
|
|
|
risks, uncertainties and other factors identified in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2018, as well as in the Companys Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, filed with the Securities and Exchange Commission (SEC).
|
The disclosure set forth in Item 5.02 above is hereby incorporated by reference.
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.
|
|
|
AMERICAN NATIONAL INSURANCE COMPANY
|
|
|
By:
|
|
/s/ Timothy A. Walsh
|
|
|
Timothy A. Walsh, Executive Vice President,
|
|
|
CFO, Treasurer and ML and P&C Operations
|
Date: February 26, 2020
American National (NASDAQ:ANAT)
Historical Stock Chart
From Aug 2024 to Sep 2024
American National (NASDAQ:ANAT)
Historical Stock Chart
From Sep 2023 to Sep 2024