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
May 11, 2010
Date of Report
(Date of earliest event reported)
HCC Insurance Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-13790
(Commission File Number)
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76-0336636
(I.R.S. Employer
Identification No.) |
13403 Northwest Freeway
Houston, Texas 77040-6094
(Address of principal executive offices, including zip code)
(713) 690-7300
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On May 11, 2010, Scott W. Wise informed the Board of Directors of HCC Insurance Holdings, Inc. (the
Company) his decision to resign as a Director of the Company, effective as of May 17, 2010. Mr.
Wise had no disagreements with the Company on any matter pertaining to our operations, policies or
practices. His decision was based on his acceptance of a new position of employment.
In connection with the Proxy Statement furnished by the Company for its Annual General Meeting of
Shareholders to be held on May 27, 2010, Mr. Wise will also withdraw as a nominee for Director at
the upcoming Annual General Meeting of Shareholders. At this time, the Board of Directors is not
nominating a replacement Director; the Board will reduce the size of the Board from ten members to
nine members.
Other than Mr. Wise, the nominees named in the Proxy Statement dated April 9, 2010 (the Proxy)
will stand for election in the 2010 Annual General Meeting of Shareholders. Notwithstanding Mr.
Wises resignation and withdrawal, the form of proxy card included in the original distribution of
the Proxy remains valid; however, any votes that are submitted with instruction to vote for all of
the Boards nominees will be voted only for the remaining nine nominees, as named in the Proxy, and
any votes that are submitted with instruction to vote for Mr. Wise will be disregarded.
Item 7.01 Regulation FD Disclosure
The Company issued a press release on May 17, 2010, announcing the resignation of Mr. Wise. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits.
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No. |
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Exhibit |
99.1
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Press Release May 17, 2010 |
The information contained in Exhibit 99.1 attached hereto shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by
reference in any filing with the Securities and Exchange Commission under the Securities Exchange
Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and
irrespective of any general incorporation language in any filings.