Form 8-K February 19, 2007
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
19, 2007
___________
LANDAMERICA
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Virginia
(State
or other jurisdiction
of
incorporation)
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1-13990
(Commission
File
Number)
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54-1589611
(I.R.S.
Employer
Identification
No.)
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5600
Cox Road
Glen
Allen, Virginia
(Address
of principal executive offices)
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23060
(Zip
Code)
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Registrant’s
telephone number, including area code: (804)
267-8000
Not
applicable
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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 Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
2007
Cash and Stock Incentive Plan
On
February 19, 2007, the Executive Compensation Committee (the “Committee”) of the
Board of Directors of LandAmerica Financial Group, Inc. (the “Company”)
designated the executive officers of the Company eligible to participate in,
and
established the performance goals and measures for determining the cash and
stock incentive awards to be made to such executive officers under the Company’s
Executive Officer Incentive Plan for the 2007 fiscal year performance period
(the “2007 Plan”).
The
Committee established the cash award participating executives would receive
under the 2007 Plan as a percentage of the Company’s pre-tax income for the 2007
fiscal year, adjusted to exclude: (1) extraordinary items (as reported under
Generally Accepted Accounting Principles); (2) any settlements, penalties,
restitution or similar costs paid by the Company with respect to reinsurance
activities; and (3) the full amount of any loss reserve adjustments exceeding
$50 million. The Committee may reduce a participating executive’s cash award if
the Company fails to reach a specified annual return on equity goal in fiscal
year 2007. The Committee also may reduce cash awards based on the executive’s
annual performance and in order to account for the evaluation of the
participating executive’s integrity, leadership, individual duties and
responsibilities in the Company and the relative importance and contribution
to
the overall success of the Company’s goals. For participating executives that
are channel presidents, the Committee may reduce their cash award to account
for
the financial results of the channel for which they are president.
The
Committee also determined that the pool of stock available for awards to
participating executives under the 2007 Plan would be between zero and four
percent of the weighted average of diluted shares outstanding during fiscal
year
2007, depending on the Company’s average performance rank on each of the
following measures compared to the performance of each company the Committee
determined to be in the Company’s title insurers peer group: (1) total
shareholder return for the fiscal year, assuming reinvested dividends; (2)
return on equity for the 2007 fiscal year; (3) percent change in return on
equity from the 2006 fiscal year to the 2007 fiscal year; (4) ranking of profit
share within the title insurance peer group for the 2007 fiscal year; and (5)
percent change in ranking of profit share within the title insurance peer group
from the 2006 fiscal year to the 2007 fiscal year. The Committee established
the
stock award participating executives would receive under the 2007 Plan and
reserved the right to reduce a participating executive’s stock award based on
the executive’s annual performance and in order to account for the evaluation of
the participant’s integrity, leadership, individual duties and responsibilities
in the Company and the relative importance and contribution to the overall
success of the Company’s goals.
The
Committee set the amount of cash and stock awards under the 2007 Plan as the
maximum amount a participating executive could receive, with the expectation
that it will exercise its right to reduce the awards. Therefore, reductions
do
not necessarily suggest that the Company’s or the participant's performance
was unsatisfactory, because reductions could occur even if performance is
stellar. In addition, the cash and stock awards are subject to the limitations
set forth in the Company’s Executive Officer Incentive Plan.
Supplemental
Change of Control Agreement
On
February 20, 2007, the Company entered into a Supplemental Change of Control
Employment Agreement (the “Supplemental Agreement”) with Jeffrey C. Selby that
supplements his Change of Control Employment Agreement with the Company. The
Supplemental Agreement provides that, in the event Mr. Selby’s employment is
terminated under circumstances giving rise to a lump sum payment under his
Change of Control Agreement, such lump sum payment will be increased by the
excess of (i) the present value of the normal retirement benefit he would
receive under his Amended and Restated Commonwealth Land/TransAmerica Title
Insurance Co. Supplemental Executive Retirement Plan Agreement (the “SERP”) with
the Company calculated assuming he had three additional years of service at
his
current base salary over (ii) the present value of the actual normal or early
retirement benefit he would be entitled to under the SERP. The Company entered
into the Supplemental Agreement in order to provide Mr. Selby with the same
supplemental retirement benefits under his Change of Control Agreement as are
provided to other Named Executive Officers of the Company in their Change of
Control Agreements. A copy of the Supplemental Agreement is attached as Exhibit
10.1 to this report and is incorporated by reference into this Item 5.02.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
The
following exhibits are furnished pursuant to Item 5.02 above.
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Exhibit
No.
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Description
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10.1
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Supplemental
Change of Control Employment Agreement dated February 20,
2007
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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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LANDAMERICA
FINANCIAL GROUP, INC.
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(Registrant)
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Date: February
23, 2007
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By:
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/s/
Christine R. Vlahcevic
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Christine
R. Vlahcevic
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Senior
Vice President & Corporate
Controller
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Supplemental
Change of Control Employment Agreement dated February 20,
2007
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