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): March 23,
2006
___________
LANDAMERICA
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Virginia
(State
or other jurisdiction
of
incorporation)
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1-13990
(Commission
File
Number)
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54-1589611
(I.R.S.
Employer
Identification
No.)
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101
Gateway Centre Parkway
Richmond,
Virginia
(Address
of principal executive offices)
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23235-5153
(Zip
Code)
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Registrant’s
telephone number, including area code: (804)
267-8000
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01. ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
2006
Performance Period
On
March
23, 2006, the Executive Compensation Committee of the Board of Directors
designated the executive officers of the Company eligible to participate
and
established the performance goals and measures for determining the incentive
awards to be made to such executive officers under the Company’s Executive
Officer Incentive Plan (the “Plan”) for the 2006 fiscal year performance period.
The amount of cash awarded to participating executives under the Plan will
be
based on a percentage of the Company’s pre-tax income for the 2006 fiscal year,
adjusted to exclude extraordinary items, as reported under Generally Accepted
Accounting Principles, and any settlement, penalty, restitution or similar
cost
paid by the Company with respect to reinsurance activities. The amount
of
Company common stock awarded under the Plan will be based on a percentage
of the
Company’s revenues in excess of a specified amount.
The
Executive Compensation Committee has reserved the right to reduce any incentive
award as permitted under the Plan. In exercising such discretion, the Executive
Compensation Committee may consider performance measures. Individual performance
measures include integrity, leadership, individual duties and responsibilities
in the Company, relative importance to the overall success of the Company’s
goals and market data on industry peer groups. For the President and Chief
Executive Officer, such performance measures also include: executive talent
improvement, regulatory crisis management, corporate priorities and external
relations. Further, the Executive Compensation Committee may also consider
financial performance measures including net income, basic or diluted earnings
per share, net revenues, gross profit, income before taxes, return on assets,
return on funds employed, return on equity and total shareholder return.
ITEM
1.02. TERMINATION
OF MATERIAL DEFINITIVE AGREEMENT
Termination
of Senior Management Compensation Program Shared Resources for Named Executive
Officers
On
March
23, 2006, in connection with the actions described above, the Executive
Compensation Committee of the Board of Directors terminated the Senior
Management Compensation Program Shared Resources for Named Executive Officers
(the “Program”). The Program was originally adopted for the 2004 fiscal year to
establish annual cash and equity incentive awards for participants. The
Executive Compensation Committee has determined that the Program is no
longer
necessary for the 2006 fiscal year given the existence and operation of
the
Company’s Executive Officer Incentive Plan.
SIGNATURES
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.
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LANDAMERICA
FINANCIAL GROUP, INC.
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(Registrant)
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Date: March
28, 2006
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By:
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/s/
Christine R. Vlahcevic
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Christine
R. Vlahcevic
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Senior
Vice President & Corporate
Controller
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