lfg8-k_12mar08.htm
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 12, 2008
___________
LANDAMERICA
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Virginia
(State
or other jurisdiction
of
incorporation)
|
1-13990
(Commission
File
Number)
|
54-1589611
(I.R.S.
Employer
Identification
No.)
|
|
|
|
|
|
5600
Cox Road
Glen Allen,
Virginia
(Address
of principal executive offices)
|
23060
(Zip
Code)
|
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)
|
|
|
|
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
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
2008
Cash and Stock Incentive Plan
On March
12, 2008, the Executive Compensation Committee (the “Committee”) of the Board of
Directors of LandAmerica Financial Group, Inc. (the “Company”) designated the
executive officers of the Company eligible to participate in the Company’s
Executive Officer Incentive Plan for the 2008 fiscal year performance period
(the “2008 Plan”). The Committee also established the performance
goals and measures for determining the cash and stock incentive awards to be
made to such executive officers under the 2008 Plan.
The
Committee established cash awards for the Named Executive Officers, all of whom
were designated to participate in the 2008 Plan. The awards for the
Chief Executive Officer and Chief Financial Officer were each designated as a
percentage of Corporate Pre-tax income. The award for the President
of Commercial Services was designated as a combination of a percentage of
Corporate Pre-tax income plus a percentage of Pre-tax income for the Commercial
Services channel. The award for the President of Agency Services was designated
as a combination of a percentage of Corporate Pre-tax income plus a percentage
of Pre-tax income for the Agency Services channel. The award
for the President of Residential Services was designated as a combination of a
percentage of Corporate Pre-tax income plus a percentage of Pre-tax income
improvement over forecast for the Residential Services channel. For
each participating executive, Corporate Pre-tax income shall be determined in
accordance with GAAP, with the Committee having the right to adjust for
extraordinary items. The maximum cash award per participant is
$2,000,000.
The
Committee may reduce a participating executive’s cash award if the Company fails
to reach a specified annual return on equity goal in fiscal year 2008. The
Committee also may reduce cash awards based on the executive’s annual
performance and in order to account for the evaluation of the participating
executive’s integrity, leadership, individual duties and responsibilities in the
Company and the relative importance and contribution to the overall success of
the Company’s goals. For participating executives that are channel presidents,
the Committee may reduce their cash award to account for the financial results
of the channel for which they are president.
The
Committee also determined that the pool of stock available for awards to
participating executives under the 2008 Plan would be between zero and four
percent of the weighted average of diluted shares outstanding during fiscal year
2008, depending on the Company’s average performance rank on each of the
following measures compared to the performance of each company the Committee
determined to be in the Company’s title insurers peer group: (i) total
shareholder return for the twelve month period ending December 31, 2008 (or
ending with the most recent calendar quarter for which total shareholder return
information is available) assuming reinvested dividends; (ii) return on equity
for the twelve month period ending December 31, 2008 (or ending with the most
recent calendar quarter for which return on equity information is available);
(iii) percent change in return on equity from December 31, 2007 to December 31,
2008 (or ending with the most recent calendar quarter for which return on equity
information is available); and (iv) profit share within the Title Insurance Peer
Group for the twelve month period ending December 31, 2008 (or ending with the
most recent calendar quarter for which profit share information is available);
and (v) percent change in profit share within the Title Insurance Peer Group
from December 31, 2007 to December 31, 2008 (or for the twelve month period
ending with the most recent calendar quarter for which profit share information
is available). The maximum award per participant is 50,000
shares. The Committee established the stock award participating
executives would receive under the 2008 Plan and reserved the right to reduce a
participating executive’s stock award based on the executive’s annual
performance and in order to account for the evaluation of the participant’s
integrity, leadership, individual duties and responsibilities in the Company and
the relative importance and contribution to the overall success of the Company’s
goals.
The
Committee set the amount of cash and stock awards under the 2008 Plan as the
maximum amount a participating executive could receive, with the expectation
that it will exercise its right to reduce the awards. Therefore, reductions do
not necessarily suggest that the Company’s or the participant's performance
was unsatisfactory, because reductions could occur even if performance is
stellar. In addition, the cash and stock awards are subject to the limitations
set forth in the Company’s Executive Officer Incentive Plan.
Appointment
of New President - Commercial Services
On March
12, 2008, the Board of Directors of the Company appointed Pam K. Saylors as the
Company’s President -Commercial Services, effective as of April 2, 2008 to
succeed Jeffrey C. Selby in that position. A copy of the Company’s
press release announcing the appointment is attached to this report as
Exhibit 99.1.
Prior to
the above appointment, Ms. Saylors, age 55, had served as Group Senior Vice
President – Commercial Title Operations since April 2006 during which time she
was responsible for all domestic commercial title operations. She
also served as Senior Vice President, National Commercial Services from January
2004 to March 2006 during which time she was responsible for all of the
Commercial Services channel’s initiatives and resources. Prior to
January 2004, she served in various positions in the Commercial Services
channel. In connection with her appointment as President – Commercial
Services, the Company’s Board of Directors approved an increase in her annual
base salary from $200,000 to $275,000 and her participation in the Company’s
2008 Plan, described above. The foregoing payments and benefits are
in addition to the other employee benefits to which Ms. Saylors is currently
entitled.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibit is furnished pursuant to Item
5.02 above.
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
|
|
Press
Release dated March 13, 2008 relating to Pam K.
Saylors
|
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.
|
|
|
LANDAMERICA
FINANCIAL GROUP, INC.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: March
17, 2008
|
|
By:
|
/s/
Michelle H. Gluck
|
|
|
|
|
|
Michelle
H. Gluck
|
|
|
|
|
|
Executive
Vice President & Chief Legal
Officer
|
EXHIBIT
INDEX
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
Press
Release dated March 13, 2008 relating to Pam K.
Saylors
|