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, 2023
Everest Re Group, Ltd.
(Exact name of registrant as specified in its charter)
Bermuda
1-15731
98-0365432
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
Seon Place – 4th Floor
141 Front Street
PO Box HM 845
Hamilton
HM 19
,
Bermuda
Not Applicable
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code
441
-
295-0006
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 (see General Instruction A.2. below):
☐
☐
☐
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Securities registered pursuant to Section 12(b) of the Act:
Class
Trading Symbol(s)
Name of Exchange where registered
Common Shares, $0.01 par value
RE
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 12(a) of the Exchange Act.
☐
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
Sanjoy Mukherjee, Executive Vice President, General Counsel, and Secretary of Everest Re Group, Ltd. (the
“Company”), will be leaving the Company to pursue other opportunities effective as of April 21, 2023. Subject to the
terms of the transition agreement entered into by Mr. Mukherjee and the Company dated March 10, 2023 (the
“Transition Agreement”), he will also serve as an advisor to the Company from April 22, 2023 through July 3, 2023
(the “Separation Date”) and, for such services, he will receive a one-time payment of $50,000. Subject to the terms of
Mr. Mukherjee’s employment agreement (as reported in the Company’s Proxy Statement for its 2022 annual general
meeting of shareholders and filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2022) and the Transition Agreement, Mr. Mukherjee will receive accrued payments, vesting of equity
awards, insurance benefits and a separation allowance in accordance with the terms of his employment agreement, a
one-time payment of two years of his base annual salary payable in January 2025, and a cash payment in lieu of a
tranche of six hundred and one (601) restricted shares that would otherwise have vested on November 19, 2024 (based
on the market price of the Company’s stock at the close of the New York Stock Exchange on the Separation Date).
Brent Hoffman has been appointed Interim General Counsel. The Company will be conducting a search for Mr.
Mukherjee’s permanent replacement.
A copy of the related press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated
herein by reference.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(c)
Exhibits
Exhibit No.
Description
99.1
News Release of the registrant,
dated March 14, 2023
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.
EVEREST RE GROUP, LTD.
By:
/S/ ROBERT J. FREILING
Robert J. Freiling
Senior Vice President and
Chief Accounting Officer
Dated: March 27, 2023
EXHIBIT INDEX
Exhibit
Number
Description of Document
Page No.
5
104
Cover Page Interactive Data File (embedded
within the Inline XBRL document