Current Report Filing (8-k)
26 August 2020 - 6:02AM
Edgar (US Regulatory)
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2020-08-24
2020-08-24
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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) August 25, 2020 (August 24, 2020)
SELECTIVE
INSURANCE GROUP, INC.
(Exact name of
Registrant as Specified in Its Charter)
New Jersey
|
|
001-33067
|
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22-2168890
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(State
or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
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(IRS
Employer
Identification No.)
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40
Wantage Avenue, Branchville,
New Jersey
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07890
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(Address
of Principal Executive Offices)
|
|
(Zip
Code)
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Registrant's Telephone Number, Including Area Code (973) 948-3000
Not
Applicable
(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 Instructions 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 CFR 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))
Securities registered pursuant to Section 12(b) of the Act:
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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Common Stock, par value $2 per share
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SIGI
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NASDAQ Global Select Market
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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).
Emerging
growth company ¨
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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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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On August 24, 2020, Selective
Insurance Group, Inc. (the “Company”) received confirmation from the New Jersey Division of Revenue that the Certificate
of Correction (the “Certificate of Correction”) to the Company’s Amended and Restated Certificate of Incorporation
filed on May 4, 2010 (the “Amended and Restated Certificate of Incorporation”) was accepted for filing on August 17,
2020. The Certificate of Correction corrects inadvertently omitted text in Paragraph FOURTH of the Amended and Restated Certificate
of Incorporation. The purpose of the Amended and Restated Certificate of Incorporation was to amend only Paragraph SEVENTH (Sections
7A and 7B) and Paragraph NINTH (elimination) to accomplish the necessary steps to declassify the Board of Directors. Paragraph
FOURTH should have included the Preferred Stock provisions that were in such paragraph after the first sentence in the Restated
Certificate of Incorporation, filed on June 17, 1986, as supplemented by the terms of the Series A Junior Preferred Stock in the
Certificate of Amendment of Restated Certificate of Incorporation, filed on November 6, 1989. The Certificate of Correction is
effective as of May 4, 2010. A copy of the Certificate of Correction is attached as Exhibit 3.1 hereto and incorporated herein
in its entirety by reference.
Section 9 - Financial Statements and
Exhibits
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Item 9.01.
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Financial Statements and Exhibits.
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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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SELECTIVE INSURANCE GROUP, INC.
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By:
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/s/ Michael H. Lanza
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Michael H. Lanza
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Executive Vice President and General Counsel
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Date:
August 25, 2020
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