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): December 18, 2019
(Exact name of registrant as specified in its charter)
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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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(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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Section 5—Corporate Governance and Management
| Item 5.02 |
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 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 terminates on December 31, 2019. On December 18, 2019, AFG and Mr. Evans renewed the consulting agreement for 2020 on the
same terms except that the annual consulting fee was reduced to $150,000.
Section 9 — Financial Statements and Exhibits
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits.
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| 10.1 |
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 December 18, 2019.
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| 104 |
Cover page Interactive Date File (embedded within Inline XBRL document).
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2
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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AMERICAN FINANCIAL GROUP, INC.
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Date: December 20, 2019
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By:
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/s/ Karl J. Grafe |
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Karl J. Grafe
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Vice President
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3
Exhibit 10.2
December 18, 2019
James E. Evans
Great American Insurance Group Tower
301 East Fourth Street
Cincinnati, Ohio 45202
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RE:
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Consulting Agreement Extension
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Dear Jim:
The purpose of this letter is to set forth in writing our agreement concerning an extension of your service as an executive consultant to American
Financial Group, Inc. (“AFG”) through 2020.
To that end, you and the Company hereby agree to extend your current consulting arrangement through December 31, 2020. During the term, 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 the same terms as provided in our current consulting arrangement, except as provided herein. Specifically, the Consulting
Fee to be paid you for your consulting services to the Company during 2020 shall be $150,000, paid in quarterly installments.
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,
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AMERICAN FINANCIAL GROUP, INC.
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By:
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/s/ Carl H. Lindner III | ||
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Carl H. Lindner III
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Co-Chief Executive Officer |
ACCEPTED AND AGREED:
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/s/ James E. Evans
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James E. Evans
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| Dated: |
December 18, 2019
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