FORM 8-K
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): June 11, 2007
The Hartford Financial Services Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-13958
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13-3317783 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| One Hartford Plaza, Hartford, Connecticut
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06155 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 860-547-5000
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:
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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)) |
TABLE OF CONTENTS
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
| (b) |
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On June 11, 2007, The Hartford Financial Services Group, Inc. (the “Company”) and named executive officer David K.
Zwiener determined to enter into a mutually agreed separation whereby
Mr. Zwiener’s role as an executive officer and employee of the Company will terminate, effective
September 1, 2007; and his role as a member of the Company’s Board of Directors (the “Board”)
will terminate on July 19, 2007. |
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On June 11, 2007, the Board appointed named executive
officer Thomas M. Marra as President and Chief Operating
Officer of the Company, effective immediately. Mr. Marra joined the Company in 1980 and has
since served in positions of increasing responsibility at Hartford Life, Inc., including Chief
Operating Officer since March 2000 and President since January 2002. He has also served as
Executive Vice President of the Company since 1996. |
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Concurrent with the actions referred to in Items 5.02(b) and
5.02(c) above, the Company amended the compensatory arrangements between the Company
and each of Mr. Marra, Mr. Zwiener and
named executive officers and Executive Vice Presidents Neal S. Wolin and David M. Johnson. The modification of such arrangements will result in the changes to
compensation summarized below. |
Amendment of Base Salary
Mr. Wolin’s
base salary for 2007 was increased on an annualized basis
from $711,000 to $800,000, effective June 11, 2007.
Modification of Cash Incentive Award Targets
The 2007 Cash Incentive Award targets for Mr. Marra and Mr.
Wolin were increased by 20.8% and 27.9%, respectively.
Amendment of Long-Term Incentive Compensation
The long-term incentive compensation arrangements for Mr. Marra,
Mr. Wolin and Mr. Johnson for 2007 were amended by making, effective on the second trading day following the
filing of the Company’s Report on Form 10-Q for the quarter ended June 30, 2007 (the “Award
Date”), the additional long-term incentive awards
(the “June 2007 Awards”) summarized below. The tables below set forth,
in addition to the amount of the June 2007 Awards, the amount of long-term
incentive awards that had been authorized prior to June 2007 with respect to fiscal year
2007 and the aggregate amount of long-term incentive awards to each of Mr. Marra, Mr. Wolin and
Mr. Johnson authorized with respect to fiscal year 2007.
Stock Options 1
The
Company determined to award, on the Award Date, options to purchase the number of
shares of common stock with the dollar values listed under the column headed “Additional 2007
Grant Authorized in June 2007” below. The option exercise price for the additional options
awarded will be equal to the closing price of the Company’s common stock on the New York Stock
Exchange on the Award Date. The number of stock options awarded will be determined by dividing
the dollar value of the award by the value per option established using a binomial lattice
option pricing model based on the closing price of the Company’s common stock on the New York
Stock Exchange on the Award Date, in accordance with Financial Accounting Standards Board
Statement No. 123(R), Share-Based Payment (“FAS 123R”). This value will not be reduced to
reflect estimated forfeitures during the period.
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2007 Grant Authorized |
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Additional 2007 Grant |
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Total Grants Authorized |
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on February 21, 2007 |
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Authorized in June 2007 |
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with Respect to 2007 |
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Thomas Marra
David Johnson
Neal Wolin
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$1,100,000
$594,000
$477,333
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$166,667
$166,667
$356,000
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$1,266,667
$760,667
$833,333 |
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Restricted Stock Units 2
The
Company determined to award, on the Award Date, restricted stock units with the
dollar values listed under the column headed “Additional 2007
Grant Authorized in June 2007”
below. The number of restricted stock units awarded will be determined by dividing the dollar
value of the award by the closing price of the Company’s common stock on the New York Stock
Exchange on the Award Date, in accordance with FAS 123R:
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2007 Grant Authorized |
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Additional 2007 Grant |
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Total Grants Authorized |
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on February 21, 2007 |
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Authorized in June 2007 |
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with Respect to 2007 |
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Thomas Marra
David Johnson
Neal Wolin
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$1,100,000
$594,000
$477,333
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$166,667
$166,667
$356,000
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$1,266,667
$760,667
$833,333 |
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Performance Shares 3
The
Company determined to award, on the Award Date, performance shares with the dollar values
listed under the column headed “Additional 2007 Grant Authorized
in June 2007” below. The
number of performance shares to be awarded will be determined by dividing the dollar value of
the award by the value on the Award Date of each performance share, which is calculated based on
the closing price of the Company’s common stock on the New York Stock Exchange on the Award
Date. Because dividends are not paid on performance shares during the performance period, the
Award Date value of a Performance Share is slightly lower than the closing stock price on the
New York Stock Exchange on the Award Date. The value per performance share is determined by
discounting the closing stock price by the present value of projected dividend payments over the
performance period, in accordance with FAS 123R. In addition, the
Company (i) determined that
the performance period applicable to the performance shares granted in June 2007 will be the
same as the performance period applicable to the performance shares granted on February 21, 2007
and (ii) changed the performance measurement criteria relating to the performance shares granted
in June 2007 from measures of Life operations performance to measures of overall Company
performance, in the case of Mr. Marra, and from measures of overall Company performance to
measures of Property & Casualty operations performance, in the case of Mr. Wolin.
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2007 Grant Authorized |
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Additional 2007 Grant |
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Total Grants Authorized |
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on February 21, 2007 |
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Authorized in June 2007 |
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with Respect to 2007 |
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Thomas Marra
David Johnson
Neal Wolin
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$1,100,000
$594,000
$477,333
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$166,667
$166,667
$356,000
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$1,266,667
$760,667
$833,333 |
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Amendment of Compensation Terms for Mr. Zwiener
The
Company agreed that, in consideration for Mr. Zwiener’s performance of
certain terms of his separation from the Company, in connection with
the payment to Mr. Zwiener of the Performance Shares and
Restricted Stock Units granted on February 17, 2005, to waive the conditions of
continued employment (i) through December 31, 2007 that would otherwise have been applicable to the
award to Mr. Zwiener of such Performance Shares and (ii) through February 17, 2008 that would
otherwise have been applicable to the award to Mr. Zwiener of such Restricted Stock Units. Under
the Company’s agreement, these awards of Performance Shares and Restricted Stock Units will
be prorated based on the portion of the performance or restricted period, as applicable, during
which Mr. Zwiener is actively employed by the Company. The terms and conditions of these awards
would remain otherwise unchanged.
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The stock options awarded in 2007 will vest upon the later of: (i) the
date upon which the closing price of the underlying stock on the New York Stock Exchange
equals or exceeds 125% of the option exercise price for a period of at least 10
consecutive trading days, and (ii) the date that is three years from the date of the
award. |
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Each restricted stock unit represents a contractual right to receive one
share of common stock of the Company on the date that is three years from the date of the
award. |
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Performance shares represent shares of the Company’s common stock that
vest upon the Company’s achievement of one or more performance objectives over the
performance period established by the Compensation and Personnel
Committee of the Board (the “Committee”). The performance shares will not vest and
become payable unless and until the Committee determines, following the end of the
performance period, that the performance objectives have been met. The Committee in its
sole discretion may elect to pay such awards in shares of common stock, or part in shares
of common stock and part in cash, or entirely in cash. |
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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.
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The Hartford Financial Services Group, Inc.
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| June 15, 2007 |
By: |
/s/ Ricardo A. Anzaldúa
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Name: |
Ricardo A. Anzaldúa |
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Title: |
Senior Vice President and Associate General Counsel |
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