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 10, 2015
First Acceptance Corporation
(Exact name of registrant as specified in its charter)
Delaware |
| 1-12117 |
| 75-1328153 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
| 3813 Green Hills Village Drive |
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| Nashville, Tennessee |
| 37215 |
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| (Address of principal executive offices) |
| (Zip Code) |
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Registrant’s telephone number, including area code: (615) 844-2800
(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 (see General Instruction A.2. below):
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)) |
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2014 Bonuses
On March 10, 2015, the Compensation Committee of the Board of Directors of First Acceptance Corporation, or the Company, awarded bonuses to the Company’s 2014 named executive officers as follows with respect to their performance during 2014:
Name |
| Amount |
Joseph S. Borbely |
| $265,000 |
Brent J. Gay |
| $140,000 |
Daniel L. Walker |
| $121,000 |
The bonuses awarded were determined by the Compensation Committee based upon an evaluation of their respective performance after reviewing the bonuses payable to them under Senior Executive Bonus Program.
2015 Restricted Stock Awards
On March 10, 2015, the Compensation Committee of the Board of Directors approved awards of restricted stock units that cliff vest on the third anniversary of the date of grant or an earlier change of control of the Company. Each award was made under the Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan and pursuant to a form of an award agreement attached as Exhibit 10.1 to this Current Report on Form 8-K. The Company’s 2014 named executive officers received restricted stock unit awards in the amounts set forth in the table below.
Name |
| RSUs Awarded |
Joseph S. Borbely |
| 49,180 |
Brent J. Gay |
| 26,434 |
Daniel L. Walker |
| 16,393 |
2015 Base Salary Increases
On March 10, 2015, the Compensation Committee of the Board of Directors determined to increase the salaries of Messrs. Borbely and Gay as follows for 2015:
Name |
| 2014 Salary |
| 2015 Salary |
| Increase |
Joseph S. Borbely |
| $300,000 |
| $400,000 |
| $100,000 |
Brent J. Gay |
| $215,000 |
| $260,000 |
| $45,000 |
The increase in salaries will be effective April 1, 2015.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) | Financial statements of businesses acquired. |
Not applicable.
(b) | Pro forma financial information. |
Not applicable.
(c) | Shell company transactions. |
Not applicable.
(d) | Exhibits. |
The following exhibits are filed or furnished, depending on the relative item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.
Exhibit Number |
| Description of Exhibit |
10.1 |
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Form of Restricted Stock Unit Award Agreement for awards granted after January 1, 2015
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10.2 |
| Compensation Arrangement with Joseph S. Borbely
|
10.3 |
| Compensation Arrangement with Brent J. Gay |
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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| First Acceptance Corporation, |
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| a Delaware corporation |
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Date: March 13, 2015 |
| By: | /s/ BRENT J. GAY |
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| Name: | Brent J. Gay |
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| Title: | Chief Financial Officer |
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INDEX TO EXHIBITS
Exhibit Number |
| Description of Exhibit |
10.1 |
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Form of Restricted Stock Unit Award Agreement for awards granted after January 1, 2015
|
10.2 |
| Compensation Arrangement with Joseph S. Borbely
|
10.3 |
| Compensation Arrangement with Brent J. Gay |