Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Senior Vice President and Chief Administrative Officer
Effective January 8, 2020, the Board of Directors (the "Board") of Unico
American Corporation (the "Corporation") appointed David A. Lawless as its
Senior Vice President and Chief Administrative Officer.
Mr. Lawless, age 62, is an insurance executive with more than 20 years of
experience providing leadership and direction in business management and
advanced technology. Before joining the Corporation, Mr. Lawless served as the
Chief Administrative Officer and Executive Vice President for Magna Carta
Companies ("Magna Carta"), a property and casualty carrier group of companies,
and as a member of their board of directors from 2008 to 2018. During that
tenure, he was responsible for data center operations, re-designing offshore
outsource models, companywide virtualization and quality assurance and he was
integral to strategic business planning for the overall business. Since leaving
Magna Carta, Mr. Lawless has been engaged in consultancy of technology and
business planning matters as well as serving in various civic capacities. He has
also been a member of the board of directors of user group for various
technology providers such as Phoenix, ImageRight, NetVU, and Scarsdale
Ambulance.
Mr. Lawless is the brother-in-law of Andrew L. Furgatch, a member of the Board.
There are no other family relationships between Mr. Lawless and any of the
Corporation's directors or executive officers or with any person selected to
become an officer or director of the Corporation, nor are there any arrangements
or understandings between Mr. Lawless and other persons pursuant to which he was
appointed as an executive officer of the Corporation. There are no transactions
in which Mr. Lawless has an interest requiring disclosure under Item 404(a) of
Regulation S-K of the Securities Act of 1933, as amended (the "Securities Act").
Mr. Lawless will receive an annual salary of $300,000 in addition to the
employee benefits that are customarily provided by the Corporation to its
executive officers.
Appointment of Director
As a result of Mr. Lawless' appointment as Senior Vice President and Chief
Administrative Officer, Mr. Furgatch is no longer "independent" within the
meaning of the Nasdaq listing standards. On January 8, 2020, in order to
maintain compliance with the Nasdaq listing standards, the Board adopted
resolutions to fix the number of Board members at nine and appointed Ronald A.
Closser to the Board. The Board determined that Mr. Closser is an "independent
director" under Rules 5605(a)(2) and 5605(d) of the Nasdaq listing standards and
other governing laws and applicable regulations, including Rule 10A-3 under the
Securities Exchange Act of 1934, as amended. Mr. Closser's term as director will
expire at the next Annual Meeting of Stockholders and thereafter until his
successor has been duly elected and qualified, or until his earlier death,
resignation or removal.
Mr. Closser, 64, has had a lengthy career in the insurance industry, during
which he has built new products; reengineered challenging business sectors;
designed and launched predictive modeling programs; planned, budgeted, executed
and reported on numerous business operations; and obtained extensive operational
experience. Mr. Closser served as the Los Angeles Regional Office Underwriting
Officer of The Zenith Insurance Companies from 2011 until his retirement in
2018. He was also a vice president at The Zenith Insurance Companies from 2010
to 2011, prior to which he operated an independent consulting firm. From 2005 to
2008, he was Managing Director and Personal Lines Division President for Balboa
Insurance Group, based in Southern California, which was acquired in 2008 by
Bank of America. From 2002 to 2005, he was Senior Vice President and Chief
Casualty Underwriting Officer at CNA headquarters in Chicago, Illinois, and from
1998 to 2002, he operated a consulting firm and retail insurance agency in
Florida. From 1996 to 1998, Mr. Closser was the Executive Vice President of
Operations at the ING Group U.S. property/casualty operations based in New
England, and he was a member of the executive team that successfully sold the
operations in 1998. Mr. Closser began his insurance career with the Fireman's
Fund in 1979, working in various underwriting field offices before moving to
corporate leadership positions in commercial automobile and general liability,
and as national business leader of the fund's target middle market segment. Mr.
Closser holds a Bachelor of Arts degree from Aquinas College in Grand Rapids,
Michigan.
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There are no arrangements or understandings between Mr. Closser and any other
person pursuant to which he was elected as a director. There are no transactions
in which Mr. Closser has an interest requiring disclosure under Item 404(a) of
Regulation S-K of the Securities Act. Mr. Closser will receive a compensation
package customarily paid by the Corporation to non-employee directors serving in
such capacity and indemnification applicable to all other non-employee
directors.
On January 8, 2020, in order to maintain the Corporation's compliance with
Nasdaq listing standards related to board committee membership, Mr. Closser was
appointed to replace Mr. Furgatch as a member of the Corporation's Audit
Committee and Compensation Committee. The Board determined that Mr. Closser
meets the requirements for audit committee membership set forth in
Rule 5605(c)(2)(A) of the Nasdaq listing standards, including with respect to
the ability to read and understand fundamental financial statements, including a
company's balance sheet, income statement, and cash flow statement. The Board
also determined that Mr. Closser meets the requirements for service on the
Compensation Committee set forth in Rule 5605(d)(2)(A) of the Nasdaq listing
standards.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 10, 2020, the Board approved Amendment No. 2 (the "Amendment No. 2")
to the Corporation's Second Amended and Restated Bylaws, to amend Article V,
"Officers," Section 1, to add the new title of Senior Vice President as officers
of the Corporation. A copy of the Amendment No. 2 is attached hereto as Exhibit
3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished as an exhibit to this
Current Report on Form 8-K:
Exhibit Number Description
3.1 Amendment No. 2 to Second Amended and Restated Bylaws .
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