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): April 19, 2006
DELPHI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-11462 13-3427277
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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 Contract
Effective April 19, 2006, in connection with the appointment of Donald A.
Sherman as the Registrant's President and Chief Operating Officer, as described
in Item 5.02 of this Current Report on Form 8-K, the Registrant entered into an
employment letter agreement with Mr. Sherman. The material terms of such letter
agreement are described in Item 5.02.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Effective April 19, 2006, the Registrant's Board of Directors (the "Board")
appointed Donald A. Sherman, age 55, as President and Chief Operating Officer.
Mr. Sherman has served on the Board since 2002 and continues to serve as a
director. Mr. Sherman served as Chairman and Chief Executive Officer of
Waterfield Mortgage Company, Inc. ("Waterfield") since 1999 and as President of
Waterfield from 1989 to 1999, and also serves as a director of White River
Capital, Inc. Prior to his service at Waterfield, Mr. Sherman served as
President of Hyponex Corporation and was previously a partner in the public
accounting firm of Coopers and Lybrand.
Mr. Sherman's initial annual base salary will be $755,000, and, under the 2006
performance goals adopted by the Stock Option and Compensation Committee of the
Board (the "Committee") for him, the elements of which are substantially similar
to those previously adopted for Robert Rosenkranz, Chairman of the Board and
Chief Executive Officer of the Registrant, he will have the opportunity to earn
a 2006 bonus equal to a specified percentage of such base salary to the extent
that these elements are satisfied, subject to the ability of the Committee to
exercise negative discretion as to the amount of such bonus. The target levels
for annual awards to Mr. Sherman of cash bonuses and restricted share units will
be equal to 70% of the corresponding awards to Mr. Rosenkranz, subject in all
events to the Committee's discretion. The Committee has granted to Mr. Sherman,
contingent on approval at the Registrant's 2006 Annual Meeting of Stockholders
of the proposed increase in the number of shares available for awards under the
Registrant's 2003 Employee Long-Term Incentive and Share Award Plan (the
"Plan"), options to purchase 100,000 shares of the Company's Class A common
stock at the price of $54.08 per share. Such options vest in five equal annual
installments, and are subject to the terms and conditions of the Plan.
In connection with Mr. Sherman's appointment, Robert Rosenkranz, the Company's
Chairman of the Board and Chief Executive Officer, stepped down from the
position of President.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective April 19, 2006, in connection with the aforementioned appointment of
Mr. Sherman, the Board amended various provisions of the Registrant's Amended
and Restated By-Laws (the "By-Laws") to separate the officer positions of Chief
Executive Officer and President, to set forth the separate role and
responsibilities of the President and to make certain related technical
changes. A complete copy of the By-Laws, reflecting such amendments, is
included as Exhibit 3.1 to this Current Report on Form 8-K and the foregoing
description is qualified in its entirety by reference to such Exhibit.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit Number Description of Exhibits
-------------- -----------------------
3.1 Amended and Restated By-Laws of Delphi Financial Group, Inc.
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
and Chief Executive Officer
(Principal Executive Officer)
Date: April 25, 2006