UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On September 21, 2021, the Board of Directors (the “Board”) of Alleghany Corporation (the “Corporation”), upon the recommendation of its Environmental, Social and Governance Committee, appointed Chris H. Cheesman to serve as a member of the Board. Ms. Cheesman will serve in the class of directors whose term expires at the 2024 Annual Meeting of Stockholders of the Corporation and until her successor is elected and qualified or until her earlier resignation or removal. Prior to appointing Ms. Cheesman as a director, the Board affirmatively determined that she does not have a material relationship with the Corporation, and thus is an independent director of the Corporation under the New York Stock Exchange’s listing standards, based upon the fact that she does not have a relationship with the Corporation either directly or as a partner, shareholder or officer of an organization that has a relationship with the Corporation.
Ms. Cheesman is entitled to the compensation the Corporation offers its other non-employee directors in the form of cash and equity, each prorated to reflect her appointment mid-term. For more information on the compensation of the Corporation’s directors, please refer to the disclosure under the heading “Compensation of Directors” in the Corporation’s proxy statement for its 2021 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 15, 2021.
There are no other understandings or arrangements between Ms. Cheesman or any other person and the Corporation pursuant to which Ms. Cheesman was appointed to serve as a director of the Corporation. There are no transactions between Ms. Cheesman or any of her immediate family members and the Corporation that would be required to be reported under Item 404(a) of Regulation S-K.
On September 21, 2021, the Corporation issued a press release announcing the appointment of Ms. Cheesman to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated September 21, 2021, announcing the appointment of a new director. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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 hereunto duly authorized.
| ALLEGHANY CORPORATION | ||||||||||
| Date: September 23, 2021 | By: | /s/ Kerry J. Jacobs |
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| Name: | Kerry J. Jacobs | |||||||||
| Title: | Executive Vice President and Chief Financial Officer |
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