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) November 14, 2007
(Exact name of registrant as specified in its charter)
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| Ohio
(State or other jurisdiction
of incorporation)
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000-50641
(Commission File
Number)
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31-1718622
(IRS Employer
Identification No.) |
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| 465 Cleveland Avenue, Westerville, Ohio
(Address of principal executive offices)
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43082
(Zip Code) |
Registrant’s telephone number, including area code 614-895-2000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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 |
On
November 14, 2007, the Compensation Committee and
the Board of Directors of ProCentury Corporation, an
Ohio corporation (the “Company”), adopted and approved
amendments to the Company’s Deferred Compensation Plan
and the Company’s Annual Incentive Plan in order to
conform the provisions of these plans to the
requirements of Sections 162(m) and 409A of the U.S.
Internal Revenue Code of 1986, as amended.
The amendments to the Deferred Compensation Plan
include the following: (a) the definitions of the
terms “Affiliate,” “Disability Retirement,” “Election
Date,” “Normal Retirement Age,” “Payment Form,”
“Separation from Service,” and “Unforeseeable
Emergency” were modified or added to the plan; (b)
rules relating to elections to defer compensation and
to set or modify the entitlement date for payments
under the plan and the Payment Form were modified or
added to the plan; (c) rules relating to employer
deferrals and to the timing of certain distributions
to specified employees were modified; and (d) the
claims and appeals procedures were modified in
response to guidance from the Department of Labor.
The amendments to the Annual Incentive Plan include
the following: (a) the definitions of the terms
“Annual Payment Date,” “Performance Goals,” and
“Performance Period” were modified; (b) the definition
of the term “Change in Control” was removed since this
is defined in individual employment agreements; (c)
the rules regarding the establishment of target
incentive awards, incentive awards, and performance
goals were modified; and (d) the Compensation
Committee’s discretion to modify performance goals at
any time was removed.
This brief description of the amendments to the
Company’s Deferred Compensation Plan and Annual
Incentive Plan is qualified in its entirety by
reference to the full text of the amended and restated
plans, which are attached to this report as Exhibits
10.1 and 10.2.
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| Item 9.01. |
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Financial Statements and Exhibits. |
10.1 — Amended and Restated ProCentury Corporation
Deferred Compensation Plan
10.2 — Amended and Restated ProCentury Corporation
Annual Incentive Plan
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