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): September 20, 2006
THE PMI GROUP, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-13664 | | 94-3199675 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
PMI Plaza, 3003 Oak Road
Walnut Creek, California 94597
(Address of principal executive offices, including zip code)
(925) 658-7878
(Registrant’s telephone number, including area code)
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)) |
| Item 1.01. | Entry Into a Material Definitive Agreement. |
The Compensation Committee (the “Committee”) of the Board of Directors of The PMI Group, Inc. (“PMI”) oversees PMI’s executive compensation policies and programs and approves the form and amount of compensation to be paid to PMI’s executive officers.
Amendment of Certain Compensation and Retirement Plans
On September 20, 2006, the Committee approved amendments and restatements of the following compensation and retirement plans in which PMI’s executive officers and others are eligible to participate:
| | 1. | The PMI Group, Inc. Supplemental Executive Retirement Plan; and |
| | 2. | The PMI Group, Inc. Additional Benefit Plan; and |
| | 3. | The PMI Group, Inc. Bonus Incentive Plan. |
These plans, as amended, are filed as exhibits herewith. The amendments were approved to conform the provisions of the plan documents to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and include changes, among others, to the definitions of “disability,” “change of control,” and to the provisions for distributions.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
The following documents are filed as exhibits to this Current Report on Form 8-K:
| | |
| Exhibit No. | | Description |
| 10.1 | | The PMI Group, Inc. Supplemental Employee Retirement Plan Effective April 1, 1995 (Amended and Restated as of September 20, 2006) |
| |
| 10.2 | | The PMI Group, Inc. Additional Benefit Plan Effective February 18, 1999 (Amended and Restated as of September 20, 2006) |
| |
| 10.3 | | The PMI Group, Inc. Bonus Incentive Plan (September 20, 2006 Amendment and Restatement) |
SIGNATURE
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.
| | | | | | | | |
| | | | THE PMI GROUP, INC. |
| | | |
| Dated: September 25, 2006 | | | | By: | | /s/ Victor J. Bacigalupi |
| | | | | | | | Victor J. Bacigalupi |
| | | | | | | | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |
