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): January 17, 2006
Alleghany Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-9371 51-0283071
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7 Times Square Tower, 17th Floor, New York, New York 10036
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(Address of principal executive offices) (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:
|_| 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.
1. On January 17, 2006, as part of its overall review of executive
compensation for fiscal year 2006 and with the assistance of a
compensation consulting firm, the Compensation Committee (the
"Compensation Committee") of the Board of Directors of Alleghany
Corporation (the "Company") approved annual base salary adjustments for
the President and chief executive officer and the four other most highly
compensated executive officers of the Company. The current annual base
salaries (as adjusted) of Messrs. Hicks, Gorham, Hart, Slattery and
Sismondo (collectively, the "Named Executive Officers") are $800,000,
$490,000, $510,000, $450,000 and $260,000, respectively. In addition, the
Compensation Committee approved annual base salary adjustments for the
other officers of the Company.
2. Under the Company's 2005 Management Incentive Plan (the "2005 Management
Plan"), the Compensation Committee has the authority to select the
officers (including officers who are directors) to participate in the 2005
Management Plan (after consideration of management's recommendations), to
establish the performance goals and to determine the amounts of incentive
compensation bonus payable to any participant. On January 17, 2006, the
Compensation Committee made awards under the 2005 Management Plan in
respect of the year 2006, payable in early 2007, to the Named Executive
Officers and other officers of the Company. The performance goal
established by the Compensation Committee for these awards is based on
2006 Adjusted Earnings Per Share as compared with Target Plan Earnings Per
Share for that year (as such terms are defined by the Compensation
Committee pursuant to the 2005 Management Plan).
3. Consistent with the practice of granting performance shares on an annual
basis, on January 17, 2006, the Compensation Committee awarded to the
Named Executive Officers and other officers of the Company performance
shares under the 2002 Long-Term Incentive Plan (the "Plan"). Each such
performance share entitles the recipient thereof to a payout of cash
and/or Common Stock (in such proportion as determined by the Compensation
Committee) up to a maximum amount equal to the fair market value on the
date of payout of one and one-half shares of Common Stock. The amount of
any payout of such performance shares is measured by average annual
compound growth in the Company's Book Value Per Share over the 2006-2009
award period; Book Value Per Share is the fully diluted stockholders'
equity per share of the Company's Common Stock determined in accordance
with generally accepted accounting principles, less all costs resulting
from awards under the Plan. Pursuant to the terms of the performance
shares, in the event of certain transactions involving the Company,
various aspects of the performances shares awarded shall be equitably
adjusted so that performance shares payable following the transaction
shall equal, as nearly as possible, the performance shares which would
have been payable in the absence of such transaction.
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 thereunto duly authorized.
ALLEGHANY CORPORATION
By: /s/ Peter R. Sismondo
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Peter R. Sismondo
Vice President, Controller,
Treasurer and Assistant Secretary
Date: January 19, 2006