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): January 30, 2009
NYMAGIC, INC.
(Exact name of registrant as specified in its charter)
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New York
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1-11238
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13-3534162
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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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919 Third Avenue, New York,
New York
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10022
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(212) 551-0600
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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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.
On January 30, 2009, NYMAGIC,
INC. (the “Company”) entered into an employment agreement with A.
George Kallop, the Company’s President and Chief Executive Officer (the
“Kallop Employment Agreement”), effective January 1, 2009
through December 31, 2010. This term will be automatically renewed for
successive one-year periods unless either party provides notice 90 days
prior to the expiration date of its intent to terminate the agreement at the
end of the applicable term. Under the Kallop Employment Agreement,
Mr. Kallop is entitled to a base salary of $525,000 and a target annual
incentive award of $393,750. Mr. Kallop is also entitled to receive a
grant of 8,000 restricted share units as of the execution date of the Kallop
Employment Agreement and 8,000 restricted share units on January 1, 2010.
These restricted share units will vest on December 31, 2009 and 2010,
respectively. Mr. Kallop is also entitled to a long-term incentive award
with maximum, target and threshold awards of 12,000, 6,000 and 3,000
performance units, respectively, in each of two one-year performance periods
beginning with the period January 1, 2009 through December 31, 2009.
Mr. Kallop is also entitled to receive a supplemental performance
compensation award in the amount of 25,000 performance units. Each of the
performance awards is subject to the conditions described in the award
agreement entered into contemporaneously with the Kallop Employment Agreement.
The Kallop Employment Agreement also provides for reimbursement of reasonable
expenses incurred in the performance of Mr. Kallop’s duties, and
includes provisions governing termination for death, disability, cause, without
cause and change of control, which include a severance benefit of one year
salary, pro rata annual incentive awards at target, and accelerated vesting of
stock and performance unit grants in the event of his termination without cause
prior to a change of control. The Kallop Employment Agreement is filed as
Exhibit 10.1 hereto and is incorporated herein by reference.
In connection with the Kallop
Employment Agreement, on January 30, 2009 the Company entered into a
Performance Share Award Agreement (the “Kallop Award Agreement”)
with Mr. Kallop. Under the terms of the Kallop Award Agreement, Mr. Kallop
was granted 8,000 restricted share units as of the execution date of the Kallop
Employment Agreement, which vest on December 31, 2009, provided that
Mr. Kallop continues to be employed by the Company on that date, as well
as long-term performance incentive awards for each of 2009 and 2010. The number
of performance units eligible to be earned for each of these two one-year
performance periods is based on target increases in the market price of the
Company’s stock in the applicable performance period. The supplemental
performance compensation award of 25,000 units is earned if there is a change
in control of the Company as defined in the Kallop Employment Agreement.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
The following exhibit
is furnished or filed, as applicable, with this Current Report on Form 8-K:
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Exhibit
No.
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Description
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10.1
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Employment Agreement, dated as of
January 30, 2009, by and between A. George Kallop and NYMAGIC, INC.
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