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
Number 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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