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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): February 7, 2007
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DELPHI FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-11462 13-3427277
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, DE 19899
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code 302-478-5142
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Not Applicable
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(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))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(a) Not applicable.
(b) Not applicable.
(c) On February 7, 2007, Chad W. Coulter was promoted to the position of Senior
Vice President, Secretary and General Counsel.
(d) Not applicable.
(e) On February 7, 2007, the Stock Option and Compensation Committee (the
"Committee") of the Board of Directors of Delphi Financial Group, Inc. (the
"Company") approved 2006 bonus payments in the amounts of $1,500,000 and
$700,000 to Robert Rosenkranz, the Company's Chairman of the Board and Chief
Executive Officer, and Donald Sherman, the Company's President and Chief
Operating Officer, respectively. These approvals were made pursuant to the 2006
performance goals for these officers previously adopted by the Committee
pursuant to the Company's Annual Incentive Compensation Plan (the "Annual
Incentive Plan"). Such performance goals contained various independent
performance elements, each of which, if satisfied, enabled these officers to
earn specified percentages of their respective base salaries, subject to the
ability of the Committee to exercise negative discretion. These elements
included operating earnings per share, operating return on equity, Company stock
performance, performance of the Company's investment portfolio and of a new
investment or insurance product initiative, and the completion of specified
capital markets and other transactions.
On February 7, 2007, the Committee approved the payment of discretionary 2006
bonuses to the following other named executive officers in the following
amounts: Chad W. Coulter - $275,000, Lawrence E. Daurelle - $363,032, Harold F.
Ilg - $510,512, and Robert M. Smith, Jr. - $550,000, and to the Company's
principal accounting and financial officer, Thomas W. Burghart, in the amount of
$103,032. In Messrs. Daurelle's and Burghart's cases, the indicated amounts
reflected a discretionary 10% upward adjustment, pursuant to the terms of the
program, of the amount earned under the Reliance Standard Life Insurance Company
("RSL") 2006 management incentive plan due to the attainment of the operating
income goal specified in the plan.
On February 7, 2007, pursuant to the provisions of the Company's Amended and
Restated Long-Term Performance-Based Incentive Plan (the "LTIP"), the Committee
granted, effective on February 16, 2007, a discretionary award of deferred
shares of the Company's Class B Common Stock to Mr. Rosenkranz for 2006, the
number of such shares to be determined by dividing the amount of $3,000,000 by
the closing price of a share of the Company's Class A Common Stock on February
16, 2007 (the "Closing Price"). In addition to the provisions of such plan, the
vesting of such deferred shares is subject to the requirement that a retirement
that would otherwise entitle Mr. Rosenkranz to receive the underlying shares of
stock must occur on or after February 8, 2010. Such requirement will be
eliminated with respect to one-third of the number of such deferred shares on
the first, second and third anniversaries of the grant date.
On February 7, 2007, pursuant to the provisions of the Company's 2003 Employee
Long-Term Incentive and Share Award Plan, the Committee approved grants of Class
A Common Stock restricted share units ("Units"), effective on February 16, 2007,
to Messrs. Sherman, Smith and Coulter, the numbers of such Units to be
determined by dividing the amounts of $700,000, $550,000 and $275,000,
respectively, by the Closing Price. The awards vest in three substantially equal
annual installments beginning on February 7, 2008, as well as on other events
substantially similar to those vesting events contained in the LTIP. In
addition, on such date, the Committee approved modifications to the vesting
terms for a total of 13,672 Units previously
granted to Mr. Coulter in 2004 and 2005, pursuant to which the Units will vest
in their entirety at the end of calendar year 2007.
On February 7, 2007, the Committee adopted 2007 performance goals for Messrs.
Rosenkranz and Sherman pursuant to the Annual Incentive Plan. The performance
elements and bonus structure of such 2007 performance goals are substantially
similar to those contained in the 2006 performance goals for such officers, as
discussed above. On such date, the Committee also approved the levels of the
cash bonuses potentially attainable by Messrs. Daurelle and Burghart under the
RSL management incentive plan for 2007 in connection with the attainment of the
2007 operating income goal set forth in such plan.
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.
DELPHI FINANCIAL GROUP, INC.
/s/ ROBERT ROSENKRANZ
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Robert Rosenkranz
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
Date: February 13, 2007