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): May 26, 2005
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EMC INSURANCE GROUP INC.
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(Exact name of registrant as specified in its charter)
Iowa 0-10956 42-623455
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
717 Mulberry Street, Des Moines, Iowa 50309
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(Address of principal executive office) (Zip Code)
(515) 280-2902
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(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.
On May 26, 2005, the Board of Directors of EMC Insurance Group Inc. approved
the terms of compensation to be paid to non-employee directors during 2005.
Compensation for non-employee directors for 2005 includes an annual retainer
of $9,000 and an additional retainer of $4,000 for serving as the chair of
the joint audit committee (which includes the audit committee of the
Company's parent company, Employers Mutual Casualty Company). Compensation
also includes board and committee meeting attendance fees of $1,200 per
meeting and reimbursement of travel and business expenses. In addition, the
non-employee directors are eligible to participate in Employers Mutual's Non-
Employee Director Stock Option Plan. Under this plan, directors are granted
an option to purchase the Company's common stock in an amount up to 100
percent of their annual retainer at an option price equal to 75 percent of
the fair market value of the common stock on the option exercise date.
The Private Securities Litigation Reform Act of 1995 provides issuers the
opportunity to make cautionary statements regarding forward-looking
statements. Accordingly, any forward-looking statement contained in this
report is based on management's current beliefs, assumptions and expectations
of the Company's future performance, taking into account all information
currently available to management. These beliefs, assumptions and
expectations can change as the result of many possible events or factors, not
all of which are known to management. If a change occurs, the Company's
business, financial condition, liquidity, results of operations, plans and
objectives may vary materially from those expressed in the forward-looking
statements. The risks and uncertainties that may affect the actual results of
the Company include, but are not limited to, the following: catastrophic
events and the occurrence of significant severe weather conditions; the
adequacy of loss and settlement expense reserves; state and federal
legislation and regulations; changes in our industry, interest rates or the
performance of financial markets and the general economy; rating agency
actions and other risks and uncertainties inherent to the Company's business.
When the Company uses the words "believe", "expect", "anticipate", "estimate"
or similar expressions, the Company intends to identify forward-looking
statements. You should not place undue reliance on these forward-looking
statements.
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.
EMC INSURANCE GROUP INC.
Registrant
/s/ Bruce G. Kelley
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Bruce G. Kelley
President & Chief Executive Officer
/s/ Mark E. Reese
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Mark E. Reese
Senior Vice President &
Chief Financial Officer
May 26, 2005