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): February 12, 2007
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James River Group, Inc. |
(Exact Name of Registrant as Specified in Charter)
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Delaware (State or Other Jurisdiction of Incorporation) |
000-51480 (Commission File Number) |
05-0539572 (I.R.S. Employer Identification No.) |
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300 Meadowmont Village Circle, Suite 333 |
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Chapel Hill, North Carolina |
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27517 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant's telephone number, including area code: |
(919) 883-4171 |
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):
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))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(b) Michael H. Steinhardt has been a director of the Registrant since January 2003. On February 12, 2007, Mr. Steinhardt announced that he will not stand for re-election to James River Group’s Board of Directors at the 2007 Annual Meeting of Stockholders so that he may focus on other personal and professional commitments.
(e) On February 13, 2007, the Board of Directors of James River Group, Inc. (the “Company”) approved the payment of cash bonus awards to certain of the Company’s named executive officers for performance with respect to the year ended December 31, 2006. The following awards have been approved:
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Name and Position |
Bonus |
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J. Adam Abram, President and Chief Executive Officer |
$726,047 |
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Michael T. Oakes, Executive Vice President and Chief Financial Officer |
$422,426 |
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Gregg T. Davis, Executive Vice President – Finance and Treasurer |
$275,000 |
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Michael P. Kehoe, President and Chief Executive Officer – James River Management Company, Inc. |
$772,072 (i) |
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C. Kenneth Mitchell, President and Chief Executive Officer – Stonewood Insurance Management Company, Inc. |
$100,000 (i) |
(i) This bonus will be paid in two installments of which two-thirds will be paid in the first fiscal quarter of 2007. Any unpaid portion of such bonus will be forfeited should the respective
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named executive officer not remain with the Company until December 31, 2007. | ||
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Item 8.01. |
Other Events |
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On February 13, 2007, the Board of Directors of the Registrant declared a cash dividend of $0.15 per share of Common Stock, payable on March 30, 2007 to shareholders of record as of March 15, 2007.
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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 hereunto duly authorized.
James River Group, Inc.
(Registrant)
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Date: February 15, 2007 |
By: /s/ Michael T. Oakes |
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Name: Michael T. Oakes | ||
Title: Executive Vice-President and
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Chief Financial Officer |
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