UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Amendment No. 1)
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2018
(Exact name of registrant as specified in its charter)
| Bermuda | 001-31909 | Not Applicable |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
141 Front Street
Hamilton HM 19
Bermuda
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (441) 295-8201
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)) | |
| Emerging growth company | |
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by Aspen Insurance Holdings Limited (the “Company”) on May 11, 2018 (the “Original Form 8-K”). The Company is filing this Amendment solely to clarify that portions of the Settlement Agreement, dated May 9, 2018 (the “Settlement Agreement”), between Mr. Stephen Postlewhite and Aspen Insurance U.K. Services Limited (“Aspen U.K. Services”), which was filed as an exhibit to the Original Form 8-K, have been redacted and are the subject of a confidential treatment request.
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
Mr. Stephen Postlewhite, previously the Chief Executive Officer of Aspen Insurance, ceased to perform duties for the Company effective January 26, 2018.
Under the terms of the Settlement Agreement between Mr. Postlewhite and Aspen U.K. Services, Mr. Postlewhite’s employment with the Company ended on April 30, 2018 (the “Termination Date”). Mr. Postlewhite’s salary and other contractual benefits were paid up to the Termination Date.
Pursuant to the Settlement Agreement, and in accordance with the terms of the Service Agreement between Mr. Postlewhite and Aspen U.K. Services, dated September 4, 2014, as amended (the “Service Agreement”), Mr. Postlewhite will receive (i) £85,500 for his entitlement to an annual incentive award for the year in which the Termination Date occurred and (ii) £766,756 as a severance payment. All performance shares and restricted share units which were granted to Mr. Postlewhite under the Company’s 2013 Share Incentive Plan, as amended, which had not vested and been distributed to Mr. Postlewhite as at the Termination Date were forfeited on the Termination Date.
This summary is qualified in its entirety by the Settlement Agreement which is attached hereto as Exhibit 10.1.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Unless otherwise specified above, the following exhibit (portions of which have been redacted and is the subject of a confidential treatment request) is filed as part of this report:
| 10.1 |
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.
ASPEN INSURANCE HOLDINGS LIMITED (Registrant) | ||||||
| Dated: July 5, 2018 | By: | /s/Scott Kirk | ||||
| Name: | Scott Kirk | |||||
| Title: | Group Chief Financial Officer | |||||