Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Stephen H. Weinstein
On December 3, 2020, RenaissanceRe Holdings Ltd. (the "Company") announced in a
press release that Stephen H. Weinstein, Executive Vice President, Group General
Counsel, Corporate Secretary and Chief Compliance Officer of the Company, will
depart the Company on December 31, 2020 and will continue to serve as an advisor
to the Company for 12 months. Shannon Lowry Bender will assume the role of
Senior Vice President, Group General Counsel and Corporate Secretary effective
January 1, 2021.
On December 3, 2020, the Company entered into a Separation, Consulting, and
Release Agreement (the "Separation Agreement") with Mr. Weinstein. The
Separation Agreement provides that Mr. Weinstein will terminate his employment
with the Company effective as of the close of business on December 31, 2020, or
the date of an earlier termination of employment (the "Separation Date").
As contemplated by the Separation Agreement, Mr. Weinstein will be entitled to
the separation payments and benefits as provided in his Further Amended and
Restated Employment Agreement with the Company dated July 22, 2016 (the
"Employment Agreement"). Each of the payments and benefits Mr. Weinstein is
entitled to receive in connection with his resignation is subject to his
continued compliance with the non-competition and non-interference covenants set
forth in the Employment Agreement. Furthermore, the payments and benefits are
contingent upon the execution of a mutual release of claims upon the execution
of the Separation Agreement and a second "bring-down" release of claims to be
effective no earlier than the Separation Date. The payments and benefits
contemplated by the Separation Agreement (other than certain accrued
obligations) will be forfeited and Mr. Weinstein will have no right to such
payments if his employment is terminated by the Company for "cause" (as defined
in the Employment Agreement) or by Mr. Weinstein without "good reason" (as
defined in the Employment Agreement), in each case prior to the Separation Date.
Subject to his continued employment through the Separation Date, Mr. Weinstein
will continue to provide services to the Company through December 31, 2021, as a
consultant to assist in his successor's transition. In consideration for
providing these consulting services, Mr. Weinstein will receive aggregate
consulting fees equal to $262,500, payable in substantially equal installments
on the same schedule as salary payments are made to the Company's employees in
accordance with the Company's regular payroll schedule. Mr. Weinstein's rights
to the consulting fees will cease upon the earliest to occur of a termination of
his service as a result of his "disability" (as defined in his employment
agreement), a termination of his service by RenaissanceRe for "cause," a
termination of his service by him for any reason, a material breach of any
provision of the separation agreement or his employment agreement and his
commencement of full-time employment with another employer.
The foregoing description of the Separation Agreement is qualified in its
entirety to the full text of the Separation Agreement, which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the management changes described herein
is attached hereto as Exhibit 99.1 and incorporated herein by reference. The
information in Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1 attached hereto, is being furnished herewith and shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit # Description
10.1 Separation, Consulting, and Release Agreement, dated December 3,
2020, between RenaissanceRe Holdings Ltd. and Stephen H. Weinstein.
99.1 Press release, issued December 3, 2020.
101 Pursuant to Rule 406 of Regulation S-T, the cover page information
is formatted in Inline XBRL.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document and included in Exhibit 101).
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