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): February 9, 2005
-----------------------------
DELPHI FINANCIAL GROUP, INC.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 001-11462 13-3427277
-------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, DE 19899
-------------------------------------------------------------------------------
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code 302-478-5142
------------
Not Applicable
-------------------------------------------------------------------------------
(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:
[ ] 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 February 9, 2005, the Stock Option and Compensation Committee (the
"Committee") of the Board of Directors of Delphi Financial Group, Inc. (the
"Company") approved a 2004 bonus payment in the amount of $1,200,000 to Robert
Rosenkranz, the Company's President and Chief Executive Officer. This approval
was made pursuant to the 2004 Performance Goals (the "2004 Goals") adopted by
the Committee in March 2004 pursuant to the Company's Annual Incentive
Compensation Plan (the "Annual Incentive Plan"). The 2004 Goals contained
various independent performance elements, each of which, if satisfied, enabled
Mr. Rosenkranz to earn a specified percentage of his base salary, subject to the
ability of the Committee to exercise negative discretion. These elements
included operating earnings per share, operating return on equity, Company stock
performance, performance of the Company's investment portfolio and of a new
investment initiative, and the completion of specified capital markets and other
transactions.
On February 9, 2005, the Committee approved the payment of discretionary 2004
bonuses to the other named executive officers in the following amounts: Chad W.
Coulter - $175,000; Lawrence E. Daurelle - $204,683; Harold F. Ilg - $347,287;
and Robert M. Smith, Jr. - $440,000. In Mr. Daurelle's case, pursuant to the
terms of the Reliance Standard Life Insurance Company 2004 management incentive
program, such bonus was payable on a discretionary basis because the operating
income goal specified in the program was not attained.
On February 9, 2005, pursuant to the Company's Amended and Restated Long-Term
Incentive Plan, the Committee granted a discretionary award of 52,095 deferred
shares of the Company's Class B Common Stock to Mr. Rosenkranz for 2004. In
addition to the plan provisions regarding vesting, the vesting of such deferred
shares is subject to the requirement that a retirement that would otherwise
entitle Mr. Rosenkranz to receive the underlying shares of stock must occur on
or after his attainment of age 65. Such requirement will be eliminated with
respect to 20% of such deferred shares on August 5, 2005 and 40% of such
deferred shares on each of August 5, 2006 and August 5, 2007. Under the terms of
the award, the receipt of the underlying shares of stock is also subject, in
certain instances, to an additional six-month deferral period following the
event giving rise to the right to receive such shares in order to ensure
compliance with Section 409A of the Internal Revenue Code.
On February 9, 2005, pursuant to the Company's 2003 Employee Long-Term Incentive
and Share Award Plan, the Committee awarded 3,960 and 6,790 restricted share
units to Mr. Coulter and Mr. Smith, respectively. The awards vest in equal
annual installments over a ten-year period beginning on February 6, 2011. The
general form of the agreement relating to such awards is attached as an exhibit
hereto and is incorporated herein by reference.
On February 9, 2005, the Committee adopted 2005 Performance Goals for Mr.
Rosenkranz pursuant to the Annual Incentive Plan. The performance elements and
bonus structure of the 2005 Performance Goals are substantially similar to those
contained in the 2004 Goals, as discussed above.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit Number Description of Exhibits
-------------- -----------------------
99.1 Form of Restricted Share Unit Award Agreement.
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.
DELPHI FINANCIAL GROUP, INC.
/s/ ROBERT ROSENKRANZ
---------------------------
Robert Rosenkranz
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
Date: February 15, 2005