Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 17, 2023

Everest Group, Ltd.

(Exact name of registrant as specified in its charter)


Bermuda	1-15731	98-0365432

(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Seon Place – 4th Floor 141 Front Street PO Box HM 845 Hamilton, Bermuda		HM 19

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 441-295-0006


Not Applicable

(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:

Class

Trading Symbol(s)

Name of Exchange where registered

Common Shares, $0.01 par value

New York Stock Exchange

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 12(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A (the "Amendment") amends the Current Report on Form 8-K filed by Everest Group, Ltd. (the "Company") with the Securities and Exchange Commission on May 18, 2023 (the "Initial 8-K"). The Initial 8-K reported the final voting results of the Company's Annual General Meeting of Shareholders held on May 17, 2023 (the "2023 Annual Meeting"). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company's decision regarding the frequency with which it will include shareholder advisory votes to approve the compensation of the Company's named executive officers in future annual general meetings of shareholders. No other changes have been made to the Initial 8-K.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

As previously reported in the Initial 8-K, shareholders voted, on a non-binding advisory basis, at the 2023 Annual Meeting, for future non-binding advisory votes on executive compensation to occur annually. Based on these results and consistent with the Board of Director's (the “Board”) previous recommendation to the Company’s shareholders in connection with such vote, the Board has determined that, until the next vote on the frequency of advisory votes on executive compensation, the Company will hold a non-binding advisory vote on executive compensation annually.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS


(c)	Exhibits

	Exhibit No.	Description

	104	Cover Page Interactive Data file (embedded within 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.


		EVEREST GROUP, LTD.

	By:	/S/ ROBERT J. FREILING
		Robert J. Freiling Senior Vice President and Chief Accounting Officer

Dated: September 26, 2023

EXHIBIT INDEX


Exhibit Number						Description of Document


104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cover	May 17, 2023
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	May 17, 2023
Entity Registrant Name	Everest Group, Ltd.
Entity Incorporation, State or Country Code	D0
Entity File Number	1-15731
Entity Tax Identification Number	98-0365432
Entity Address, Address Line One	Seon Place – 4th Floor
Entity Address, Address Line Two	141 Front Street
Entity Address, Address Line Three	PO Box HM 845
Entity Address, City or Town	Hamilton
Entity Address, Country	BM
Entity Address, Postal Zip Code	HM 19
City Area Code	441
Local Phone Number	295-0006
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, $0.01 par value
Trading Symbol	EG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001095073