Current Report Filing (8-k)
November 20 2020 - 5:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 16, 2020
Unico American Corporation
(Exact Name of Registrant as Specified
in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-03978
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95-2583928
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(Commission File Number)
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(IRS Employer Identification No.)
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|
|
|
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26050 Mureau Road
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Calabasas, California
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91302
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(Address of Principal Executive Offices)
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(Zip Code)
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(818) 591-9800
(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 (see
General Instruction A.2. below):
|_| 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
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, No Par Value
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UNAM
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Nasdaq Global Market
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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.
On November 16, 2020, the Board of
Directors (the “Board”) of Unico American Corporation (the “Company”) appointed Joycelin
M. Ray and Steven L. Shea to the Board to fill the vacancies created by Rhonda L. Gillenwaters’ resignation, effective November
15, 2020, and Cary L. Cheldin’s retirement, effective August 10, 2020. Ms. Ray’s and Mr. Shea’s term as director
will expire at the next Annual Meeting of Stockholders and thereafter until either her or his successor has been duly elected
and qualified, or until either her or his earlier death, resignation or removal.
Ms. Ray, 51, is an accomplished ethics
and compliance professional with significant experience in developing, implementing and managing effective ethics and compliance
programs and solutions in global organizational settings. She has been a compliance leader in the insurance industry since 1994
and has successfully designed, led and implemented key governance, risk and compliance initiatives nationwide and globally. Currently,
she is working with a local non-profit charter school system in Texas as the Director of Compliance. Prior to that, Ms. Ray served
as the Vice President of Corporate Compliance at Tokio Marine HCC for 14 years until she semi-retired in November 2020. Throughout
the course of her 26-year insurance compliance career, Ms. Ray has held compliance positions of increasing responsibility with
several successful insurance entities including American General Life Insurance Company, CNA and Berkley Underwriting Partners,
LCC (a division of W.R. Berkley Corp). Ms. Ray also serves on the boards of the David McWilliams YMCA in Houston, Texas and the
Sheraton Vistana Resort in Orlando, Texas. Ms. Ray earned her B.A. in Communications from Texas A&M University. She also holds
an M.S. in Management specializing in Nonprofit Management from Our Lady of the Lake University and a J.D. from the University
of Houston Law Center.
Mr. Shea, 61, is a seasoned board level
executive with more than thirty five years of experience in the fields of corporate finance, investment banking and institutional
investment management. Mr. Shea’s specific areas of expertise include mergers and acquisitions, public and private finance,
investment trading, management and research. Mr. Shea became an expert in corporate governance and compliance through advisory
service to numerous public companies and as a member of the boards of directors of both public and private companies. Since 2015,
Mr. Shea has served as a Chairman of the board of directors of Blonder Tongue Labs, Inc., a publicly traded company currently
listed on the New York Stock Exchange, and has served as a member of their board of directors since 2009. Mr. Shea has also held
executive level positions at Tufton Capital Management, LLC (formerly Hardesty Capital Management, LLC), and Ferris, Baker, Watts,
Inc. (acquired by Royal Bank of Canada). Mr. Shea earned his Bachelors of Arts degree from Tulane University.
The Board determined
that each of Ms. Ray and Mr. Shea is an “independent director” under Rules 5605(a)(2) and 5605(d) of the Nasdaq listing
standards and under Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
On November 16, 2020, Mr. Shea was appointed as a member of
the Company’s Audit Committee and Compensation Committee, and Ms. Ray was appointed as Chairperson of the Company’s
Compensation Committee and a member of the Company’s Nominating & Corporate Governance Committee. The Board determined
that Mr. Shea meets the requirements for audit committee membership set forth in Rule 5605(c)(2)(A) of the Nasdaq listing
standards, including with respect to the ability to read and understand fundamental financial statements, including a company’s
balance sheet, income statement, and cash flow statement.
There are no arrangements or
understandings between Ms. Ray and Mr. Shea and any other person pursuant to which she or he was elected as a director. There
are no transactions in which Ms. Ray and Mr. Shea have an interest requiring disclosure under Item 404(a) of Regulation S-K of
the Securities Act. Ms. Ray and Mr. Shea will receive a compensation package customarily paid by the Corporation to non-employee
directors serving in such capacity and indemnification applicable to all other non-employee directors.
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.
UNICO
AMERICAN CORPORATION
(Registrant)
Date: November 20, 2020
By: /s/ Michael Budnitsky
Name: Michael Budnitsky
Title: Treasurer, Chief Financial
Officer and Secretary
Unico American (NASDAQ:UNAM)
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