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FPIC Insurance Group 8-K 2009 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) March 3,
2009
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:
Compensation Actions
Regarding Named Executive Officers
On March 3, 2009, the Compensation
Committee (the “Committee”) of the Board of Directors of FPIC Insurance Group,
Inc. (the “Company”) took the actions described below.
The
executive officers defined as “named executive officers” in Item 402(a)(3) of
Regulation S-K and who were named in the summary compensation table in the proxy
statement for the Company's 2008 Annual Meeting of Shareholders are referred to
below in this Current Report on Form 8-K as “the named executive
officers.”
Amendment and Restatement of
2008 Senior Executive Annual Incentive Plan:
The Committee approved the amendment
and restatement of the Company’s 2008 Senior Executive Annual Incentive Plan
(the “Incentive Plan”). Under
the Incentive Plan, the Company may grant annual cash incentive awards to its
executive officers based on the satisfaction of pre-established performance
goals.
The only substantive change made by the
amendment and restatement is to eliminate the Committee’s discretion to pay an
award under the Incentive Plan to participants whose employment terminates prior
to payment of that award.
This
description of the amendment and restatement of the 2008 Senior Executive Annual
Incentive Plan is qualified by the text of the Amended and Restated 2008 Senior
Executive Annual Incentive Plan, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and which is incorporated herein by
reference.
2009 Cash Bonus
Levels:
The Committee approved target cash
bonus award levels for the named executive officers for 2009 under the Company's
Amended and Restated 2008 Senior Executive Annual Incentive Plan. The
bonuses established for the named executive officers will be based on the
achievement by the Company of certain financial performance and strategic goals,
including among other things the achievement of specified levels of total
revenues, operating earnings per diluted share and return on average
equity. Mr. White’s bonus will also be based in part on his
achievement of certain personal performance objectives. The target bonus
established for Mr. Byers is 100%, and those for Messrs. Divita and White are
50%, of their respective base salaries; depending upon achievement of the goals
established by the Committee, actual bonuses may be from 50% to 150% of the
target bonuses, provided that if minimum performance levels are not achieved, no
bonus will be awarded.
___________
* Management contract or compensatory
plan or arrangement
Signature
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 thereunto duly
authorized.
FPIC Insurance Group,
Inc.
Exhibit
Index to Form 8-K
___________
*
Management contract or compensatory plan or
arrangement
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