AGREEMENT
Exhibit 99.1
Execution
Copy
AGREEMENT
THIS
AGREEMENT (this “Agreement”), dated
June 5, 2009, by and among Specialty Underwriters’ Alliance, Inc., a Delaware
corporation (the “Company”), Xxxxx X.
Xxxxxx (together with the Company, the “Company Parties”),
Hallmark Financial Services, Inc., a Nevada corporation (“Hallmark”), American
Hallmark Insurance Company of Texas, a Texas domiciled insurance company (“American Hallmark”),
Hallmark Specialty Insurance Company, an Oklahoma domiciled insurance company
(“Hallmark
Specialty”), Xxxx X. Xxxxxxx, C. Xxxxxxx Xxxxxx, Xxxx X. Xxxx and Xxxxxx
X. Xxxxxxx (Hallmark, American Hallmark, Hallmark Specialty, Xx. Xxxxxxx, Xx.
Xxxxxx, Xx. Xxxx and Xx. Xxxxxxx, each a “Hallmark Party” and
collectively, the “Hallmark
Parties”).
RECITALS
WHEREAS,
certain of the Hallmark Parties are the beneficial owners on the date hereof of
1,429,615 shares of common stock, $.01 par value, of the Company (the “Common Stock”), or
approximately 9.9% of the Common Stock issued and outstanding;
WHEREAS,
on January 13, 2009, the Hallmark Parties delivered a letter notifying the
Company of their intent to nominate Xx. Xxxxxx, Xx. Xxxx and Xx. Xxxxxxx
(together, the “Hallmark Nominees”)
at the 2009 Annual Meeting of Stockholders to be held on May 5, 2009 (the “Annual Meeting”) to
serve as members of the board of directors of the Company (the “Company
Board”);
WHEREAS,
the Company conducted a public proxy solicitation to elect a slate of seven
candidates nominated by the Company Board at the Annual Meeting, and the
Hallmark Parties conducted a public proxy solicitation to elect the Hallmark
Nominees to the Company Board at the Annual Meeting;
WHEREAS,
on May 5, 2009, the Company held the Annual Meeting to elect seven directors for
a term of one year and to ratify the appointment of PricewaterhouseCoopers LLP
as the Company’s independent auditor for the fiscal year ending December 31,
2009, at which IVS Associates, Inc. (“IVS”) served as
inspectors of election;
WHEREAS,
on May 11, 2009, IVS issued a preliminary report (the “Preliminary
Tabulation”) of the results of the election of directors at the Annual
Meeting which reflected (i) the stockholders of the Company had re-elected
Xxxxxx X. Xxxx, Xxxxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxxx X. Xxxxx, Xxxxxx X.
Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxxx to the Company Board, and (ii) with respect
to the Company Board seat currently held by Xxxxx X. Xxxxxx, none of the other
four nominees (Xxxxxx X. Xxxxxxx, C. Xxxxxxx Xxxxxx, Xxxx X. Xxxx and Xxxxx X.
Xxxxxx) received a plurality of the votes of the shares present in person or
represented by proxy at the Annual Meeting;
WHEREAS,
on May 18, 2009, Xxxxx Xxxxxxx of Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx &
Xxxxxxx LLP, sent a letter to IVS on behalf of the Hallmark Parties challenging
the Preliminary Tabulation (the “May 18
Letter”);
WHEREAS,
on May 20, 2009, Xxxxxxxxxxx Xxxxx of Stroock & Stroock & Xxxxx LLP,
sent a letter to IVS on behalf of the Company in response to the May 18 Letter
and requesting that IVS certify the Preliminary Tabulation as the final voting
results of the Annual Meeting;
WHEREAS,
on May 21, 2009, IVS issued its decision overruling the challenges set forth in
the May 18 Letter;
WHEREAS,
on May 22, 2009, IVS, among other things, certified the results of the
Preliminary Tabulation (the “Certified Final
Tabulation”); and
WHEREAS,
the parties desire to fully and finally resolve all questions relating to the
Annual Meeting and the election of directors to the Company Board as well as any
disputes regarding the parties’ proxy solicitations and the election of
directors at the Annual Meeting.
NOW,
THEREFORE, in consideration of the promises, mutual representations, warranties,
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, the parties hereto hereby agree as
follows:
Section
1. Hallmark
Parties Release; Covenants.
1.1 Hallmark Parties
Release.
Effective
as of the Appointment Time (as defined below), each of the Hallmark Parties, on
behalf of itself, its affiliates and their respective partners, members,
directors, officers, employees, representatives, agents, successors and assigns
(collectively, the “Hallmark Releasors”),
does hereby, fully and forever, release, acquit and discharge the Company, and
its past, present and future directors, officers, employees, assigns,
successors, affiliates, attorneys, representatives and agents in both their
individual and representative capacities (collectively, the “Company Releasees”)
from every, any and all actions, claims, complaints, bonds, breaches, duties,
promises, damages (including, but not limited to, avoiding power and equitable
subordination claims), judgments, rights or causes of action, debts, demands or
suits of any kind or nature whatsoever, statutory, equitable or legal, foreseen
or unforeseen, known or unknown, liquidated or unliquidated, fixed or
contingent, matured or unmatured, that the Hallmark Releasors have ever had,
have, may have or might claim to have against the Company Releasees through the
date hereof for, upon, or by reason of any matter, act, failure to act,
transaction, event, occurrence, cause or thing whatsoever directly or indirectly
relating to, connected with, or arising out of the Annual Meeting, including,
without limitation, the nomination or election of directors, the solicitation of
proxies or any acts, filings or statements in connection therewith; provided, however, that the
Hallmark Parties shall not be prohibited from enforcing their rights under and
pursuant to this Agreement.
1.2 Covenant Not to Xxx or Take Further
Action.
From and
after the Appointment Time, each of the Hallmark Parties, on behalf of itself
and the other Hallmark Releasors, agrees not to xxx or otherwise commence or
continue in any manner, directly or indirectly, any action, claim, complaint,
suit, right or cause of action relating to any matter, act, failure to act,
transaction, event, occurrence, cause or thing whatsoever directly or indirectly
relating to, connected with, or arising out of the Annual Meeting, including
without limitation, the nomination or election of directors, the solicitation of
proxies or any acts, filings or statements in connection therewith; provided, however, that the
Hallmark Parties shall not be prohibited from enforcing their rights under and
pursuant to this Agreement. From and after the Appointment Time, the
Hallmark Parties and the other Hallmark Releasors further agree not to take any
further action with respect to challenging the Certified Final Tabulation of the
Annual Meeting.
2
1.3 Standstill.
Between
the date of this Agreement and the earlier of (i) the Appointment Time and (ii)
the thirty-first (31st) day
following the date of this Agreement, the Hallmark Parties will refrain from
taking any of the actions set forth in Section 1.2 hereof; provided, however, that the
Hallmark Parties shall not be prohibited from enforcing their rights under and
pursuant to this Agreement.
Section
2. Company
Parties Release; Covenants.
2.1 Company Parties
Release.
Effective
as of the Appointment Time, each of the Company Parties, on behalf of itself,
its affiliates and their respective partners, members, directors, officers,
employees, representatives, agents, successors and assigns (collectively, the
“Company
Releasors”), does hereby, fully and forever, release, acquit and
discharge the Hallmark Parties, and their past, present and future directors,
officers, employees, assigns, successors, affiliates, attorneys, representatives
and agents in both their individual and representative capacities (collectively,
the “Hallmark
Releasees”) from every, any and all actions, claims, complaints, bonds,
breaches, duties, promises, damages (including, but not limited to, avoiding
power and equitable subordination claims), judgments, rights or causes of
action, debts, demands or suits of any kind or nature whatsoever, statutory,
equitable or legal, foreseen or unforeseen, known or unknown, liquidated or
unliquidated, fixed or contingent, matured or unmatured, that the Company
Releasors have ever had, have, may have or might claim to have against the
Hallmark Releasees through the date hereof for, upon, or by reason of any
matter, act, failure to act, transaction, event, occurrence, cause or thing
whatsoever directly or indirectly relating to, connected with, or arising out of
the Annual Meeting, including, without limitation, the nomination or election of
directors, the solicitation of proxies or any acts, filings or statements in
connection therewith; provided, however, that the
Company Parties shall not be prohibited from enforcing their rights under and
pursuant to this Agreement.
2.2 Covenant Not to Xxx or Take Further
Action.
From and
after the Appointment Time, each of the Company Parties, on behalf of itself and
the other Company Releasors, agrees not to xxx or otherwise commence or continue
in any manner, directly or indirectly, any action, claim, complaint, suit, right
or cause of action relating to any matter, act, failure to act, transaction,
event, occurrence, cause or thing whatsoever directly or indirectly relating to,
connected with, or arising out of the Annual Meeting, including without
limitation, the nomination or election of directors, the solicitation of proxies
or any acts, filings or statements in connection therewith; provided, however, that the
Company Parties shall not be prohibited from enforcing their rights under and
pursuant to this Agreement. From and after the Appointment Time, the
Company Parties and the other Company Releasors further agree not to take any
action with respect to challenging the Certified Final Tabulation of the Annual
Meeting.
3
2.3 Standstill.
Between
the date of this Agreement and the earlier of (i) the Appointment Time and (ii)
the thirty-first (31st) day
following the date of this Agreement, the Company Parties will refrain from
taking any of the actions set forth in Section 2.2 hereof; provided, however, that the
Company Parties shall not be prohibited from enforcing their rights under and
pursuant to this Agreement.
2.4 Evaluation of the Designated Hallmark
Nominees.
As soon
as practicable following the execution of this Agreement by all of the parties
hereto, but (subject to the availability of Xxxxxx X. Xxxxxxx and Xxxx X. Xxxx
(together, the “Designated Hallmark Nominees”))
not later than fourteen (14) days following execution of this Agreement by all
of the parties hereto, the members of the Nominating and Corporate Governance
Committee of the Company Board (the “Committee”) shall
meet separately with each of the Designated Hallmark Nominees (which meeting may
be conducted telephonically) to ascertain such nominee’s qualifications to serve
as a director on the Company Board and to discuss any other matters that the
Committee deems appropriate in connection with the consideration of potential
directors of the Company. After members of the Committee have met
with each of the Designated Hallmark Nominees, the Committee shall separately
convene to evaluate each of the Designated Hallmark Nominees, in accordance with
the Committee’s usual processes and procedures with respect to evaluating
nominees.
2.5 Appointment of Qualified
Candidate.
(a) The
Committee shall recommend to the Company Board that one of the Designated
Hallmark Nominees be appointed to the Company Board to serve as a director until
the next annual meeting of the stockholders and his successor is duly elected
and qualified or his earlier death, resignation or removal in compliance with
the Committee’s charter and the Company’s by-laws unless the Committee
reasonably determines that each of the Designated Hallmark Nominees is not
qualified to serve as a member of the Company Board and, after consulting with
the Company’s outside counsel, the Committee in good faith concludes that none
of the Designated Hallmark Nominees could be so appointed without the Company
Board members violating their fiduciary duties as directors of the
Company. The selection of such nominee shall be made within the sole
discretion of the Committee and such selection shall not constitute a
determination as to the qualifications of the other Designated Hallmark
Nominee. After the Committee has made such recommendation and
simultaneously with the Company Board taking action to appoint such one
Designated Hallmark Nominee (the “Appointed
Director”) to the Company Board (the “Appointment Time”),
Xxxxx X. Xxxxxx shall resign in writing from his position as a director of the
Company, effective as of the Appointment Time, and the Designated Hallmark
Nominee recommended by the Committee shall be appointed by the Company Board to
fill the vacancy created by such resignation. Such recommendation by the
Committee and appointment by the Company Board shall occur as soon as reasonably
practicable following the date of this Agreement, but in no event later than
thirty (30) days from the date hereof. Upon the Company’s request,
the Appointed Director shall cooperate with the Company in providing the
Director of the Illinois Division of Insurance (the “Director of
Insurance”) with a biographical affidavit in the form prescribed by the
Illinois Insurance Code (the “Code”) within thirty
(30) days of the Appointment Time and in complying with any other insurance
regulatory requirements applicable to the actions contemplated by this
Agreement. Nothing in this Agreement shall be deemed to limit or
circumscribe the Company’s directors’ fiduciary duties, require any director to
take any action inconsistent with his fiduciary duties or prevent any director
of the Company from effectively discharging his ongoing fiduciary
duties.
4
(b) In
the event that the Director of Insurance determines that the Appointed Director
does not meet the character and experience standards for directors set forth in
the Code and orders the removal of the Appointed Director in accordance with the
procedures set forth in the Code, the Committee shall recommend, as soon as
reasonably practicable, to the Company Board that the remaining Designated
Hallmark Nominee be appointed to replace the Appointed Director on the same
terms and subject to the same conditions applicable to the Appointed Director in
Section 2.5(a). After the Committee has made such recommendation and
simultaneously with the Company Board taking action to appoint such Designated
Hallmark Nominee to the Company Board, which such appointment shall be made by
the Company Board as soon as reasonably practicable after it has received such
recommendation from the Committee, the Appointed Director shall resign in
writing from his position as a director of the Company effective
immediately.
2.6 Cooperation.
Each of
the Designated Hallmark Nominees agrees that he will cooperate with the
Committee and respond in good faith to any requests for information made by the
Committee.
Section
3. Representations and
Warranties.
3.1 Company Representations and
Warranties.
The
Company represents and warrants that the individual set forth below as signatory
to this Agreement has the authority to execute this Agreement on its behalf and
to bind it to the terms hereof. The Company further represents and
warrants that the execution, delivery and performance of this Agreement and the
completion of the transactions contemplated hereby will not conflict with,
violate or result in the violation of any applicable law, or any agreement to
which the Company is a party.
5
3.2 Hallmark, American Hallmark and Hallmark
Specialty Representations and Warranties.
Each of
Hallmark, American Hallmark and Hallmark Specialty represent and warrant that
the individual set forth below as signatory to this Agreement has the authority
to execute this Agreement on its behalf and to bind it to the terms
hereof. Hallmark, American Hallmark and Hallmark Specialty further
represent and warrant that the execution, delivery and performance of this
Agreement and the completion of the transactions contemplated hereby will not
conflict with, violate or result in the violation of any applicable law, or any
agreement to which any of such entities is a party.
3.3 Hallmark Parties Representations and
Warranties.
Each of
the Hallmark Parties listed herein, on behalf of such Hallmark Party, represents
and warrants that to such Hallmark Party’s knowledge, all parties to the
Schedule 13D relating to the Company, filed with the Securities and Exchange
Commission on June 23, 2008 and amended on July 1, 2008, January 14, 2009, March
23, 2009 and March 30, 2009 (the “Schedule 13D”), are
the only parties required under applicable law to be listed in the Schedule 13D,
and the references to those parties are correctly set forth in this
Agreement. Each of the Hallmark Parties further represents and
warrants that such party has not assigned any claim or possible claim against
the Company, the party has had the opportunity to consult with counsel with
respect to the execution and delivery of this Agreement and the consequences
hereof and the party has full legal capacity to enter into and perform this
Agreement and to consummate the transactions contemplated hereby.
Section
4. Miscellaneous.
4.1 Specific Performance.
The
Hallmark Parties, on the one hand, and the Company Parties, on the other hand,
acknowledge and agree that irreparable injury to the other party hereto would
occur in the event any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached and that such
injury would not be adequately compensable in damages. It is
accordingly agreed that the Hallmark Parties, on the one hand, and the Company
Parties, on the other hand (each, a “Moving Party”), shall
each be entitled to specific enforcement of, and injunctive relief to prevent
any violation of, the terms hereof and the other party hereto will not take
action, directly or indirectly, in opposition to the Moving Party seeking such
relief on the grounds that any other remedy or relief is available at law or in
equity, nor shall such other party seek the posting of a bond as a condition for
obtaining any such relief. An application for specific performance
pursuant to this Section shall not preclude the Moving Party from seeking
other relief available at law or in equity.
4.2 Announcements;
Non-disparagement.
(a) Upon
execution of this Agreement, the Company shall promptly issue a press release in
the form attached hereto as Exhibit A announcing
the Certified Final Tabulation and summarizing this Agreement. With
respect to any other press release which references the Agreement and
understanding of the parties set forth in this Agreement, the Company shall give
the Hallmark Parties a reasonable opportunity to review and comment on such
press release. The Hallmark Parties shall provide comments, if any,
to such other press release within twenty-four (24) hours of receiving a draft
of the press release. The Company shall consider in good faith all
comments submitted by the Hallmark Parties and shall accept all reasonable
comments submitted by the Hallmark Parties with respect to such other press
release.
6
(b) None
of the parties hereto shall make any public statement (including any statement
in any filing with the Securities and Exchange Commission or any other
governmental agency), nor make any private statement to any of the Company’s
stockholders, that is critical of or disparages this Agreement or any actions
taken prior to the date hereof by any of the foregoing in connection with the
Annual Meeting. Any statement otherwise prohibited by this Section
may nevertheless be made without violating this Section if such statement is
required in any legal or judiciary proceeding, is required by applicable law,
rule or regulation (including any statement required by any filing with the
Securities and Exchange Commission or any other governmental agency and any
statement made in response to any inquiry under oath or in response to any
inquiry by a governmental or regulatory authority) or is required to be made by
the person seeking to make such statement in order to comply with such person’s
fiduciary duties to the Company or its stockholders, in each case as reasonably
determined by such person based on the advice of outside counsel and, to the
extent practicable, upon reasonable prior written notice to the parties hereto
of the nature of the statement and the basis pursuant to which it is required to
be made.
Any
waiver by any of the Hallmark Parties or the Company of a breach of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Agreement. The failure of any party to insist upon strict
adherence to any term of this Agreement on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.
4.4 Successors and Assigns.
All the
terms and provisions of this Agreement shall inure to the benefit of and shall
be enforceable by the successors and assigns of the parties hereto.
4.5 Survival of
Representations.
All
representations and warranties made by the parties in this Agreement or pursuant
hereto shall survive the execution of this Agreement.
4.6 Entire Agreement; Amendments.
This
Agreement contains the entire understanding of the parties hereto with respect
to its subject matter. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings other than
those expressly set forth herein. This Agreement may be amended only
by a written instrument duly executed by the parties hereto or their respective
successors or assigns.
7
4.7 Severability.
The
invalidity or unenforceability of any provision hereof in any jurisdiction will
not affect the validity or enforceability of the remainder hereof in that
jurisdiction or the validity or enforceability of this Agreement, including that
provision, in any other jurisdiction. To the extent permitted by
applicable law, each party waives any provision of applicable law that renders
any provision hereof prohibited or unenforceable in any respect. If
any provision of this Agreement is held to be unenforceable for any reason, it
will be adjusted rather than voided, if possible, in order to achieve the intent
of the parties to the extent possible.
4.8 Headings.
The
section headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement.
4.9 Notices.
All
notices, requests, demands, claims, and other communications hereunder will be
in writing and shall be delivered by electronic transmission:
Specialty
Underwriters’ Alliance, Inc.
000 Xxxxx
Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
General Counsel
Fax:
(000) 000-0000
with a
copy to (which shall not constitute notice):
Stroock
& Stroock & Xxxxx LLP
000
Xxxxxx Xxxx
Xxx Xxxx,
XX 00000
Attention:
Xxxxxxxxxxx X. Xxxxx
Fax:
(000) 000-0000
e-mail:
xxxxxx@xxxxxxx.xxx
if to the
Hallmark Parties:
Hallmark
Financial Services, Inc.
000 Xxxx
Xxxxxx, Xxxxx 0000
Xxxx
Xxxxx, Xxxxx 00000
Attention:
Xxxx X. Xxxxxxx
Fax:
(000) 000-0000
8
with a
copy to (which shall not constitute notice):
Xxxxxx
Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
00 Xxxx
00xx
Xxxxxx
Xxx Xxxx,
XX 00000
Attention:
Xxxxxx Xxxxxxx
Fax:
(000) 000-0000
e-mail:
xxxxxxxx@xxxxxxxxx.xxx
or to
such other address as the person to whom notice is given may have previously
furnished to the others in writing in the manner set forth above.
4.10 Governing Law;
Jurisdiction.
This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Delaware without reference to the conflict of laws
principles thereof. The parties hereto agree to submit to the
jurisdiction of any court of competent jurisdiction located in the State of
Delaware to resolve any dispute relating to this Agreement and waive any right
to move to dismiss or transfer any such action brought in any such court on the
basis of any objection to personal jurisdiction or venue.
4.11 Counterparts.
This
Agreement may be executed in counterparts, each of which shall be an original,
but all of which together shall constitute one and the same
Agreement.
4.12 No Admission.
Nothing
contained herein shall constitute an admission by any party hereto of liability
or wrongdoing.
4.13 No Third Party Beneficiary.
The terms
and provisions of this Agreement are intended solely for the benefit of each
party hereto, and it is not the intention of the parties to confer any rights,
remedies, obligations, or liabilities to any third party under or by reason of
this Agreement.
9
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement or caused
this Agreement to be duly executed by their authorized representative, as of the
day and year first above written.
|
SPECIALTY
UNDERWRITERS’ ALLIANCE, INC.
|
|||
|
By:
|
/s/ Xxxxx Xxxxxxxx | ||
|
Name:
|
Xxxxx Xxxxxxxx | ||
|
Title:
|
SVP and General Counsel | ||
|
/s/
Xxxxx X. Xxxxxx
|
||
|
Xxxxx
X. Xxxxxx
|
10
|
HALLMARK
FINANCIAL SERVICES, INC.
|
|||
|
By:
|
/s/
Xxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxx
X. Xxxxxxx
|
||
|
Title:
|
Executive Chairman | ||
|
AMERICAN
HALLMARK INSURANCE COMPANY OF TEXAS
|
|||
|
By:
|
/s/
Xxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxx
X. Xxxxxxx
|
||
|
Title:
|
Director | ||
|
HALLMARK
SPECIALTY INSURANCE COMPANY
|
|||
|
By:
|
/s/
Xxxx X. Xxxxxxx
|
||
|
Name:
|
Xxxx
X. Xxxxxxx
|
||
|
Title:
|
Director | ||
|
/s/
Xxxx X. Xxxxxxx
|
||
|
Xxxx
X. Xxxxxxx
|
|
/s/
C. Xxxxxxx Xxxxxx
|
||
|
C.
Xxxxxxx Xxxxxx
|
|
/s/
Xxxx X. Xxxx
|
||
|
Xxxx
X. Xxxx
|
|
/s/
Xxxxxx X. Xxxxxxx
|
||
|
Xxxxxx
X. Xxxxxxx
|
11
EXHIBIT
A
FORM
OF PRESS RELEASE
DRAFT
– NOT FOR IMMEDIATE RELEASE
FRIDAY,
JUNE 5, 2009
SPECIALTY
UNDERWRITERS’ ALLIANCE, INC. ANNOUNCES CERTIFIED STOCKHOLDER VOTE RESULTS,
CONFIRMING ELECTION OF SIX OF THE BOARD’S DIRECTOR NOMINEES AND AGREEMENT WITH
HALLMARK WITH RESPECT TO SEVENTH SEAT
CHICAGO — June 5, 2009 — Specialty
Underwriters’ Alliance, Inc. (NASDAQ: SUAI) (“SUA” or the “Company”)
announced that IVS Associates, Inc., the independent inspector of election for
SUA’s 2009 Annual Meeting of Stockholders, has certified that stockholders of
the Company have re-elected Xxxxxx X. Xxxx, Xxxxxxx X. Xxxxx, Xxxx X. Xxxxx,
Xxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxxx to the
Company’s Board of Directors.
Based on
the final tabulation, with respect to the Board seat currently held by Xxxxx X.
Xxxxxx, none of the other four nominees – Xxxxxx X. Xxxxxxx, C. Xxxxxxx Xxxxxx,
Xxxx X. Xxxx and Xx. Xxxxxx -- received a plurality of the votes of the shares
present in person or represented by proxy at the Annual Meeting. Xx.
Xxxxxxx, Xx. Xxxxxx and Xx. Xxxx had been nominated by Hallmark Financial
Services, Inc. and certain related parties (“Hallmark”), and each of them
received 6,225,738 votes. Xx. Xxxxxx had been nominated by the
Company, and he received 4,881,184 votes.
Because
no nominee received a plurality of the votes with respect to the Board seat held
by Xx. Xxxxxx, he currently remains a director of the
Company. However, in recognition of the vote totals, the Company,
Hallmark and certain other parties have entered into an agreement whereby the
Nominating and Corporate Governance Committee of the Company’s Board of
Directors will interview Xx. Xxxxxxx and Xx. Xxxx and recommend to the full
Board that it appoint one of them as a director. Xx. Xxxxxx has
notified the Company and Hallmark that he is no longer available to serve as a
director of the Company. Xx. Xxxxxx has agreed to resign as a
director of the Company simultaneously with such appointment. The
agreement provides that this process will be completed by July 5,
2009. Pursuant to the agreement, SUA and Hallmark and their
respective affiliates would, simultaneously with such appointment, release each
other from any claims relating to the election contest or the Annual
Meeting. Both sides have agreed to refrain from pursuing any
potential claims relating to the election contest or the Annual Meeting during
the interview and appointment process.
12
The final
tabulation also confirmed that the stockholders voted to ratify the appointment
of PricewaterhouseCoopers LLP as the Company’s independent registered public
accounting firm for 2009.
About
Specialty Underwriters' Alliance, Inc.
Specialty
Underwriters' Alliance, Inc., through its subsidiary SUA Insurance Company, is a
specialty property and casualty insurance company providing commercial insurance
products through exclusive wholesale Partner Agents that serve niche groups of
insureds. These targeted customers require highly specialized
knowledge due to their unique risk characteristics. Examples include tow trucks,
professional employer organizations, public entities, and contractors. SUA's
innovative approach provides products and claims handling, allowing the Partner
Agent to focus on distribution and customer relationships.
Safe
Harbor Statement
The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. This release or any other written or oral statements
made by or on behalf of the company may include forward-looking statements that
reflect the company's current views with respect to future events and financial
performance. All statements other than statements of historical fact included in
this release are forward-looking statements. Forward-looking statements can
generally be identified by the use of forward-looking terminology such as "may,"
"will," "plan," "expect," "intend," "estimate," "anticipate," "believe" or
"continue" or their negative or variations or similar terminology. All
forward-looking statements address matters that involve risks and uncertainties.
Accordingly, there are or will be important factors that could cause our actual
results to differ materially from those indicated in these statements. We
believe that these factors include but are not limited to ineffectiveness or
obsolescence of our business strategy due to changes in current or future market
conditions; increased competition on the basis of pricing, capacity, coverage
terms or other factors; greater frequency or severity of claims and loss
activity, including as a result of natural or man-made catastrophic events, than
our underwriting, reserving or investment practices anticipate based on
historical experience or industry data; the effects of acts of terrorism or war;
developments in the world's financial and capital markets that adversely affect
the performance of our investments; changes in regulations or laws applicable to
us, our subsidiaries, brokers or customers; acceptance of our products and
services, including new products and services; changes in the availability, cost
or quality of reinsurance and failure of our reinsurers to pay claims timely or
at all; decreased demand for our insurance or reinsurance products; loss of the
services of any of our executive officers or other key personnel; the effects of
mergers, acquisitions and divestitures; changes in rating agency policies or
practices; changes in legal theories of liability under our insurance policies;
changes in accounting policies or practices; and changes in general economic
conditions, including inflation and other factors. Forward-looking statements
speak only as of the date on which they are made, and the company undertakes no
obligation to update publicly or revise any forward-looking statement, whether
as a result of new information, future developments or otherwise.
13
