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 27, 2010
HCC INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-13790
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76-0336636 |
(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
incorporation)
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Identification No.) |
13403 Northwest Freeway
Houston, Texas 77040
(Address of principal executive offices, including zip code)
(713) 690-7300
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K 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)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain Officers.
On May 27, 2010, HCC Insurance Holdings, Inc. (the Company) entered into an employment
agreement (the Agreement) with Brad T. Irick, who was hired on May 10, 2010 as an Executive Vice
President of the Company. The Company intends that Mr. Irick will become the Chief Financial
Officer in August 2010 following a three-month transition period. The Agreement provides for a
base salary of $425,000 per year until May 31, 2014. The Agreement also provides for an annual cash
and/or stock bonus in an amount to be determined at the sole discretion of the Chief Executive
Officer of the Company, with a guaranteed minimum bonus for the year ended December 31, 2010. If
Mr. Iricks employment is terminated prior to May 31, 2014, he will be entitled to severance
benefits in certain circumstances.
Mr. Irick, age 43, was formerly with PricewaterhouseCoopers for 18 years, where he served as
audit and advisory partner for several multinational public insurance company clients, including
the Company between 2004 and the first half of 2007. Prior to PricewaterhouseCoopers, Mr. Irick
was at KPMG for three years.
Upon Mr. Irick assuming responsibilities as the Chief Financial Officer, William T. Whamond,
the current CFO, will assume new duties at the Company as Chief Operating Officer.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on June 1, 2010, announcing (i) the appointment of Mr. Brad
Irick as Executive Vice President and CFO and (ii) the appointment of Mr. Whamond as Chief
Operating Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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No. |
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Exhibit |
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99.1 |
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Press Release dated June 1, 2010. |
The information contained in Exhibit 99.1 attached hereto shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated
by reference in any filing with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof
and irrespective of any general incorporation language in any filings.
Portions of this report may constitute forward-looking statements as defined by federal law.
Although the Company believes any such statements are based on reasonable assumptions, there is no
assurance that actual outcomes will not be materially different. Any such statements are made in
reliance on the safe harbor protections provided under the Private Securities Litigation Reform
Act of 1995. Additional information about issues that could lead to material changes in the
Companys performance is contained in the Companys filings with the Securities and Exchange
Commission.