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): January 3, 2023
UTG, INC
(Exact name of registrant as specified in its charter)
Delaware
| | 0-16867
| | 20-2907892
|
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
205 North Depot Street
Stanford, Kentucky 40484
(Address of principal executive offices, including zip code)
(217) 323-6300
(Registrant's telephone number, including area code)
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):
☐ 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))
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 13(a) of the Exchange Act. ☐
Section 5 – Corporate Governance and Management
Item 5.02. Compensatory Arrangements of Certain Officers.
At a meeting of the Compensation Committee of the Board of Directors on January 3, 2023, bonuses were approved for Mr. Jesse T. Correll, CEO and Chairman of the Board of Directors, Mr. Douglas P. Ditto, Vice President, Mr. James P. Rousey, President and Mr. Theodore C. Miller, CFO.
| | Cash Bonus | |
| Stock Bonus* | Total Bonus |
| Jesse T. Correll | $ 6 | $ 289,994 | $ 290,000 |
| Douglas P. Ditto | $ 99,991 | $ 150,009 | $ 250,000 |
| James P. Rousey | $ 224,991 | $ 35,009 | $ 260,000 |
| Theodore C. Miller | $ 49,880 | $ 50,120 | $ 100,000 |
| Total | $ 374,868 | $ 525,132 | $ 900,000 |
* UTG stock is valued at $25.06 per share, the current market value reported on the date of bonus approval.
The bonuses are based on the Company’s 2022 operating results and are not the result of any written agreement or specific formula.
Additionally, a salary increase was approved for the below executive officer of the Company. The new salary becomes effective January 1, 2023. All other executive officer salaries remained unchanged.
Mr. Theodore C. Miller, CFO, annual increase of $5,000 making his new annual salary $117,500.
Messrs. Correll and Rousey are members of the Board of Directors but are not members of the Compensation Committee. The Company continues to have neither written employment agreements nor oral arrangements with any of its corporate officers.
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.
UTG, INC.
| Date: | January 3, 2023 | | By: | /s/ Theodore C. Miller |
| | | | | Theodore C. Miller |
| | | | | Senior Vice President and Chief Financial Officer |
