UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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 20, 2018
AMERICAN FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Ohio
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1-13653
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31-1544320
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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301 East Fourth Street, Cincinnati, OH
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45202
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (513) 579-2121
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(Former name or former address, if changed since last report.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 - Corporate Governance and Management
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As previously reported, in 2014, in connection with the transition by James E. Evans from his role as an officer and employee of American Financial Group, Inc. ("AFG") to that of executive consultant, Mr. Evans agreed to a consulting agreement, as amended, that terminated on December 31, 2017. On March 20, 2018, AFG and Mr. Evans renewed the consulting agreement for 2018 on the same terms.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Amended and Restated Consulting Agreement dated February 23, 2015 between AFG and James E. Evans (incorporated by reference to AFG's Form 10-K for the year ended December 31, 2014).
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| 10.2 |
Letter Agreement dated March 20, 2018.
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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 thereunto duly authorized.
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Date: March 20, 2018
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AMERICAN FINANCIAL GROUP, INC.
By: /s/ Mark A. Weiss
Mark A. Weiss
Vice President
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March 20, 2018
James E. Evans
Great American Insurance Group Tower
301 East Fourth Street
Cincinnati, Ohio 45202
RE: Consulting Agreement
Dear Jim:
The purpose of this letter is to set forth in writing our agreement concerning your service as an executive consultant to American Financial Group, Inc. ("AFG") during 2018.
To that end, you and the Company hereby agree as follows:
1. Consulting Arrangement. Beginning on the date of this letter and continuing through December 31, 2018, you agree to provide consulting services to AFG and related organizations, including, without limitation, the subsidiaries and affiliates of AFG and their shareholders, officers, directors, employees and agents (collectively, the "Company"), making yourself available to answer questions and consult with the Company upon reasonable request. This consulting arrangement shall be on substantially the same terms as provided in our prior consulting agreement dated August 19, 2013, as amended, that expired on December 31, 2017, except as provided herein.
2. Consulting Fee. The consulting fee for your consulting services to the Company hereunder shall be $300,000, paid in installments as agreed upon.
If after review of this letter, you find it acceptable, please sign, date and return an original copy to me.
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Very truly yours,
AMERICAN FINANCIAL GROUP, INC.
By: /s/ S. Craig Lindner
S. Craig Lindner
Co-Chief Executive Officer
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ACCEPTED AND AGREED:
/s/ James E. Evans
James E. Evans
March 20, 2018
Date
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