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The written notifications of retirement are being filed exactly in the form in which they were provided to the Company, without redaction or modification of any kind.  The Company wishes to emphasize that the written notifications of retirement reflect the thoughts and beliefs of Messrs. DeVito and Miller.  The Company takes no responsibility for the contents of the written notifications of retirement.  Shareholders and investors are strongly encouraged to rely only on the information about the Company contained in the Company's prior filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K.  The Company notes that the Company's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q have been certified by Messrs. DeVito and Corydon pursuant to the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission.  An independent committee of the Board of Directors of the Company has been authorized to conduct a comprehensive governance review, including a review of certain matters brought to the attention of the Board in connection with the written notifications of retirement.  Independent legal counsel has been retained to assist in this review.  Copies of the written notifications of retirement are attached hereto as Exhibits 17.1 and 17.2, and the description of the written notifications of retirement are qualified in their entirety by reference to the full text of the attached written notifications of retirement.

The Company has provided both Messrs. DeVito and Miller with a copy of this Form 8-K no later than the date of its filing with the Securities and Exchange Commission.

W. Randall Birchfield, age 52, will succeed Mr. DeVito as the Company's Chief Executive Officer, effective immediately.  Mr. Birchfield has served as the Company's Executive Vice President of Sales and Underwriting since April 2014. He joined the Company in September 2013 as Vice President of Underwriting. Prior to joining the Company, Mr. Birchfield served in a variety of capacities within the property and casualty insurance industry with Allstate Insurance Company, Farmers Insurance Company, American International Group and Progressive Insurance Company, most recently as Vice President – Auto Line Management at Allstate Insurance Company from 2011 until September 2013. Mr. Birchfield holds a BS from the United States Military Academy at West Point, an MA in Managerial Economics from the University of Oklahoma and an MBA from Harvard University.

Michael J. Case, currently the Senior Vice President (Claims & Legal), General Counsel and Secretary of the Company, has been appointed to the additional position of Chief Operating Officer, effective immediately.  Mr. Case, age 47, has served as Senior Vice President (Claims & Legal), General Counsel and Secretary since May 2015.  Prior to that, Mr. Case served as Vice President of Claims, General Counsel and Secretary of the Company's subsidiaries from 2008 until May 2015, and has been employed by the Company since July 2003.  Prior to joining the Company, Mr. Case served as Associate General Counsel for the Union Acceptance Corporation and Deputy Attorney General for the State of Indiana Office of the Attorney General.  Mr. Case's education includes a Bachelor's degree from Ball State University and a Juris Doctor degree from William Mitchell College of Law.

Douglas W. Collins, age 56, has been appointed as the Company's interim Chief Financial Officer, effective immediately.  Mr. Collins has served as the Company's Assistant Vice President and Director of Accounting and Finance since March 2015. Mr. Collins previously served as Vice President of Accounting for OneAmerica Financial Partners from 2000 to 2015.  He also previously served in various financial reporting roles at Anthem, Inc. from 1990 to 2000 and was a Senior Manager at Ernst & Young prior to joining Anthem, Inc.  Mr. Collins is a CPA and is a graduate of Indiana University.

The Company's Board of Directors is conducting a search process to identify a permanent Chief Financial Officer, and will consider both internal and external candidates.

The compensatory arrangements with Messrs. Birchfield, Case and Collins have not changed at this time as a result of their promotions.  There are no arrangements or understandings between Mr. Birchfield and any other persons pursuant to which he was appointed Chief Executive Officer. There are no arrangements or understandings between Mr. Case and any other persons pursuant to which he was appointed Chief Operating Officer. There are no arrangements or understandings between Mr. Collins and any other persons pursuant to which he was appointed interim Chief Financial Officer.  There are no family relationships between Messrs. Birchfield, Case and Collins and any director or executive officer of the Company, and none of Mr. Birchfield, Mr. Case or Mr. Collins has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the retirements of Messrs. DeVito, Miller and Corydon and the appointments of Messrs. Birchfield, Case and Collins is attached hereto as Exhibit 99.1 and is incorporated into this Item 5.02 by reference.

 

 

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