SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): APRIL 28, 2005
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ALLEGHANY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-9371 51-0283071
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NO.)
375 PARK AVENUE, SUITE 3201
NEW YORK, NEW YORK 10152
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(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 752-1356
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
1. On December 21, 2004, the Board of Directors of Alleghany Corporation (the
"Company") adopted the 2005 Directors' Stock Plan (the "Directors' Plan"),
to be effective upon stockholder approval. At the Company's 2005 Annual
Meeting of Stockholders (the "2005 Annual Meeting") held on April 22,
2005, Alleghany stockholders approved the adoption of the Directors' Plan
by an affirmative vote of a majority of the shares of common stock present
in person or represented by proxy and entitled to vote at the 2005 Annual
Meeting. A copy of the Directors' Stock Plan is filed herewith as Exhibit
10.01.
2. On December 21, 2004, the Board of Directors of the Company adopted the
2005 Management Incentive Plan (the "2005 Management Plan"), effective
upon stockholder approval. At the 2005 Annual Meeting, Alleghany
stockholders approved the adoption of the 2005 Management Plan by an
affirmative vote of a majority of the shares of common stock present in
person or represented by proxy and entitled to vote at such meeting. A
copy of the 2005 Management Plan is filed herewith as Exhibit 10.02.
Under the 2005 Management Plan, the Compensation Committee of the Board of
Directors (the "Compensation Committee') has the authority to select the
officers (including officers who are directors) to participate in the 2005
Management Plan (after consideration of management's recommendations), to
establish the performance goals and to determine the amounts of incentive
compensation bonus payable to any participant. Upon the adoption of the
2005 Management Plan by the Board of Directors, the Compensation Committee
made awards thereunder in respect of 2005 to eight officers of the
Company, which awards were subject to stockholder approval of the 2005
Management Plan. The performance goal established by the Compensation
Committee for these awards is based on 2005 Adjusted Earnings Per Share as
compared with Target Plan Earnings Per Share for that year (as such terms
are defined by the Compensation Committee pursuant to the 2005 Management
Plan). The following table sets forth the maximum dollar value of the
annual bonus awards made in respect of the year 2005 to participants in
the 2005 Management Plan, which awards were subject to stockholder
approval of the 2005 Management Plan.
2005 Management Plan
Name and Position Dollar Value ($)
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Weston M. Hicks............................................. $ 900,000
President and chief
executive officer
Robert M. Hart.............................................. $ 294,896
Senior Vice President,
General Counsel and
Secretary
Roger B. Gorham............................................. $ 262,500
Senior Vice President,
Finance
James P. Slattery........................................... $ 259,584
Senior Vice President -
Insurance
Peter R. Sismondo........................................... $ 114,938
Vice President, Controller,
Treasurer and Assistant Secretary
Executive Officers as a group............................... $ 1,569,418
Non-executive officer directors as a group.................. --
Non-executive officer employees as a group.................. $ 598,298
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
10.01 2005 Directors' Stock Plan
10.02 2005 Management Incentive Plan
SIGNATURE
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 thereunto duly authorized.
ALLEGHANY CORPORATION
/s/ Peter R. Sismondo
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By: Peter R. Sismondo
Vice President,
Controller,
Treasurer and Assistant
Secretary
Date: April 28, 2005
INDEX TO EXHIBITS
Exhibit Number Exhibit Description
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10.01 2005 Directors' Stock Plan
10.02 2005 Management Incentive Plan