UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 9, 2006
HALLMARK FINANCIAL SERVICES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
0-16090 87-0447375
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(Commission File Number) (IRS Employer Identification No.)
777 Main Street, Suite 1000, Fort Worth, Texas 76102
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(Address of Principal Executive Offices) (Zip Code)
817-348-1600
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On March 9, 2006, the Compensation Committee of the Board of Directors
of Hallmark Financial Services, Inc. (the "Company") approved the following
bonuses for executive officers of the Company for services performed during
fiscal 2005:
Name 2005 Position(s) Bonus Amount
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Mark J. Morrison Executive Vice President; Chief Operating $150,000
Officer; Chief Financial Officer
Brookland F. Davis President of Personal Insurance Operation $150,000
Kevin T. Kasitz President of Commercial Insurance Operation $150,000
Jeffrey R. Passmore Chief Accounting Officer $ 40,000
The bonuses were awarded based on an evaluation of the Company's
financial performance for fiscal 2005 and an assessment of individual job
performance. The Company's Chairman and Chief Executive Officer, Mark E.
Schwarz, declined consideration for any discretionary bonus.
With respect to Messrs. Morrison, Davis and Kasitz, the Compensation
Committee also approved the payment of 75% of the bonus amount in cash
during March, 2006, and the payment of the remaining 25% of the bonus amount
in two equal annual installments payable, without interest, on the first and
second anniversaries of the 2006 cash payment. Receipt of the deferred
portion of the bonus is conditioned upon the executive's continued
employment with the Company. The Compensation Committee approved full
payment of the bonus to Mr. Passmore in March, 2006.
SIGNATURES
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 duly authorized.
HALLMARK FINANCIAL SERVICES, INC.
Date: March 14, 2006 By: /s/ Mark J. Morrison
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Mark J. Morrison, Chief Operating Officer