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) March 14, 2005
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PICO Holdings, Inc.
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(Exact name of registrant as specified in its charter)
California 10-18786 94-2723335
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
875 Prospect Street, Suite 301, La Jolla, California 92037
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (858) 456-6022
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(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 (see General Instruction A.2. below):
[ ] 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 CRF 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))
SECTION 1 REGISTRANT'S BUSINESS OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
In compliance with a Securities and Exchange Commission Frequently Asked
Questions Bulletin on Form 8-K issued November 23, 2004, the Company is
disclosing the following changes to Directors' compensation which the Securities
and Exchange Commission may deem to be material definitive agreements.
Directors' Compensation
At its March 14, 2005 meeting, the Company's Compensation Committee recommended
an increase in compensation for the Company's non-employee Directors.
Compensation for the Company's non-employee Directors has not been increased
since January 1, 2003. The Company's Board of Directors approved this
recommendation on March 14, 2005 to be effective January 1, 2005.
Directors who are employees of the Company do not receive Board or Committee
retainers or fees.
The Company's non-employee Directors' compensation effective January 1, 2005 is
as set forth below:
o Each Director will receive an annual Board retainer of $35,000.
o The chairman of the Audit Committee will receive an additional annual
retainer of $10,000, and each other member of the Audit Committee will
receive an additional retainer of $5,000.
Each non-employee Director will receive a fee of $2,000 for attending, in person
or by telephone, Board and Committee meetings. There is a limit of $4,000 per
day for Board and Committee fees for any one Director. This has been in effect
since January 1, 2003 and remains unchanged.
Non-employee Directors who attend educational activities or seminars on behalf
of the Company will receive a fee of $1,000 per day plus expenses. This has been
in effect since January 1, 2003 and remains unchanged.
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Retirement of Director
Robert R. Broadbent has decided to retire from the Board of Directors effective
August 1, 2005. Mr. Broadbent has been a member of the Board of Directors since
November 20, 1996.
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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 hereunto duly authorized.
PICO HOLDINGS, INC.
Date: March 16, 2005 By: /s/ Maxim C. W. Webb
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Maxim C. W. Webb
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit Number Description
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1.1 Summary of Non-Employee Directors' Compensation
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