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): December 13,
2010
Alleghany Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-9371
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51-0283071 |
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| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
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| 7 Times Square Tower, 17th Floor, New York, New York
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10036 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 752-1356
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)) |
TABLE OF CONTENTS
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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. |
(e) The Alleghany Corporation Retirement Plan (the “Plan”) generally provides, for designated
employees of Alleghany Corporation (the “Company”), including all of its current executive
officers, retirement benefits in the form of an annuity for the participant’s life (and a 100%
spousal survivor annuity) or, alternatively, actuarially equivalent forms of benefits, including a
lump sum. Under the Plan, a participant must have completed five years of service with the Company
or a subsidiary of the Company before he or she is vested in, and thus has a right to receive, any
retirement benefits following his or her termination of employment. Prior to December 31, 2010,
the annual retirement benefit under the Plan, if paid in the form of a joint and survivor life
annuity to a married participant on reaching age 65 with 15 or more years of service, is equal to
66.67% of the participant’s “average compensation,” defined as the highest average annual base
salary and annual cash bonus over a consecutive three-year period during the last ten years of
employment (the “Old Formula”).
On December 13, 2010, pursuant to authority delegated by the Board of Directors (the
“Board”) of the Company to the Compensation Committee of the Board (the “Compensation Committee”),
the Compensation Committee amended and restated the Plan effective January 1, 2011 (the “Amended
and Restated Plan”). The Amended and Restated Plan provides that, for any participant retiring on
or after January 1, 2011, the participant’s “average compensation” used to determine his or her
annual retirement benefit will no longer include annual cash bonuses. Accordingly, the annual
retirement benefit under the Amended and Restated Plan, if paid in the form of a joint and survivor
life annuity to a married participant on reaching age 65 with 15 or more years of service, is equal
to 66.67% of the participant’s highest average annual base salary over a consecutive three-year
period during the last ten years of employment (the “New Formula”). Notwithstanding the foregoing,
in the event that the annual retirement benefit accrued by a participant as of December 31, 2010
under the Old Formula is larger than the annual retirement benefit calculated under the New Formula
at retirement, the participant will receive the annual retirement benefit accrued as of December
31, 2010 under the Old Formula.
The foregoing description of the Amended and Restated Plan is qualified in its entirety by
reference to the Amended and Restated Plan, a copy of which is filed herewith as Exhibit 10.1 and
incorporated herein by reference.
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| Item 7.01 |
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Regulation FD Disclosure |
On December 14, 2010, Weston M. Hicks, President and chief executive officer of the Company,
adopted a written stock trading plan in accordance with Rule 10b5-1(c) under the Securities
Exchange Act of 1934, as amended (the “Trading Plan”), in order to diversify his investment
portfolio. The Trading Plan was adopted during an authorized trading period of the Company and
when Mr. Hicks was not in possession of material non-public information regarding the Company.
Under the Trading Plan, an authorized third-party broker will sell up to a maximum of 15,000 shares
of common stock, par value $1.00 per share (the “Common Stock”), of the Company currently owned by
Mr. Hicks. Sales of the Common Stock will be at
2
monthly intervals commencing March 7, 2011, subject to a specified minimum price threshold.
The Trading Plan will expire on March 6, 2012 unless terminated or completed prior to that date.
Mr. Hicks has undertaken to publicly report transactions under the Trading Plan in filings with the
Securities and Exchange Commission in accordance with applicable securities laws, rules and
regulations.
The information in this Item 7.01 shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be incorporated by reference into a filing under the
Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 |
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Alleghany Corporation Retirement Plan (as Amended and Restated Effective
January 1, 2011). |
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