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): September 8, 2008 (September 5, 2008)
MEADOWBROOK INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
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| Michigan
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38-2626206 |
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(I.R.S. Employer Identification Number) |
| incorporation) |
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1-14094
(Commission File Number)
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| 26255 American Drive |
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| Southfield, Michigan
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48034 |
| (Address of Principal
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(Zip Code) |
| Executive Offices) |
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(248) 358-1100
(Registrant’s Telephone Number, Including Area Code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| ITEM 1.01. |
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On September 5, 2008, the Company entered into a Consulting Agreement (“Agreement”) with its
Founder and Chairman, Merton J. Segal, which becomes effective October 1, 2008, subsequent to Mr.
Segal’s date of retirement as an employee effective September 30, 2008. The Agreement is a three
year term beginning on the effective date. Mr. Segal will remain Chairman of the Board of
Directors of the Company, but will serve in such position in a non-executive capacity.
A copy of the Agreement is attached as Exhibit 10.1 to this current report on Form 8-K and
incorporated herein by reference.
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| ITEM 1.02 |
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TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT |
In connection with the Agreement described in Item 1.01 of the current report on Form 8-K, Mr.
Segal’s employment agreement with the Company was terminated and neither the Company nor Mr. Segal
have any further right, claim or obligation under the employment agreement except for those
provisions that survive termination.
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| ITEM 5.02 |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
(b) On September 5, 2008, the Company entered into a Consulting Agreement with Merton J. Segal,
effective October 1, 2008, subsequent to Mr. Segal’s date of retirement as an employee effective
September 30, 2008. Mr. Segal will remain Chairman of the Board of Directors of the Company, but
will serve in such position in a non-executive capacity.
(e) The information set forth in Item 1.01 with respect to the Consulting Agreement between the
Company and Mr. Segal, including the terms of the Consulting Agreement, is attached hereto as
Exhibit 10.1.
A copy of the press release is attached hereto as Exhibit 99.1 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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None. |
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None. |
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Not Applicable. |
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d. |
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The following document is furnished as an Exhibit to this
Current Report on Form 8-K pursuant to Item 601 of Regulation S-K: |
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10.1 |
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Consulting Agreement (Merton J. Segal) dated
September 5, 2008. |
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99.1 |
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Press Release (Segal Retirement) dated September 5, 2008 |