You are not logged in!
Do you want to login? It's free!
Who do you implu? Create a Free Account!
Attachment 1
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 20,
2008
AMERICAN EQUITY
INVESTMENT LIFE HOLDING
COMPANY
(Exact Name of Registrant as Specified
in its Charter)
|
IOWA
|
001-31911
|
42-1447959
|
||||||||
|
(State or Other
Jurisdiction
|
(Commission File
Number)
|
(IRS
Employer
|
||||||||
|
of
Incorporation)
|
Identification
No.)
|
|||||||||
|
5000 Westown Parkway, Suite 440,
West Des Moines, Iowa
|
50266
|
|
||||||||
|
(Address of Principal Executive
Offices)
|
(Zip
Code)
|
|
||||||||
(515) 221-0002
(Registrant’s telephone number, including area
code)
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:
o Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
As
previously reported by American Equity Investment Life Holding Company (the
“Company”) in a Form 8-K filed on November 25, 2008, Kevin R. Wingert will
resign as a Director of the Company and as the President of the Company’s primary operating subsidiary, American Equity Investment Life
Insurance Company (“American Equity Life”), effective January 1, 2009. The
following information amends our prior report.
On
December 29, 2008, American Equity Life and Mr. Wingert entered into a
Separation and Release Agreement, effective January 1, 2009 (the “Separation
Agreement”). Subject to the terms and conditions of the Separation Agreement,
the Company will pay Mr. Wingert his current base salary of $350,000 and provide
Mr. Wingert with health insurance coverage through December 31, 2010. In
addition, Mr. Wingert’s unvested options to acquire shares of the Company’s
common stock vested and became exercisable as of December 31, 2008, and each of
Mr. Wingert’s options shall be exercisable until the tenth anniversary of its
issuance. The Separation Agreement also contains certain restrictive covenants,
releases and other customary terms and conditions.
The
foregoing summary of the Separation Agreement does not purport to be complete
and is qualified in its entirety by reference to the Separation Agreement, a
copy of which is included as Exhibit 10.1 to this Form 8-K/A and is incorporated
by reference herein.
On
December 29, 2008, the Compensation Committee of the Board recommended, and the
Board approved, an amendment to the Company’s 1996 Stock Option Plan to allow
for post-employment option exercise periods of other than sixty (60) days. The
first sentence of Sections 2.02(f) and 3.02(f) of the 1996 Stock Option Plan has
been deleted and replaced with the following:
Unless
otherwise determined by the Committee, upon termination of
an Optionee’s employment with the Company, or the relevant Subsidiary, his or
her Option privileges shall be limited to the shares purchasable by him or her
as of the date that his or her employment was terminated, and such Option
privileges shall expire sixty (60) days from the date that his or her employment
was terminated.
The
amended 1996 Stock Option Plan is attached hereto as Exhibit 10.2 to this Form
8-K/A and is incorporated by reference herein.
|
Item
9.01
|
Financial
Statements and Exhibits
|
| (d) | Exhibits. | |
|
|
10.1
|
Separation
and Release Agreement between Kevin R. Wingert and American Equity
Investment Life Insurance Company, dated December 29,
2008
|
|
|
10.2
|
1996
Stock Option Plan, as amended
|
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.
|
Date: January 2, 2009
|
AMERICAN
EQUITY INVESTMENT LIFE
HOLDING
COMPANY
|
||||
|
By:
|
/s/
Wendy L. Carlson
|
||||
|
Name:
|
Wendy
L. Carlson
|
||||
|
Title:
|
Chief
Executive Officer and President
|
||||
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
10.1
|
Separation
and Release Agreement between Kevin R. Wingert and American Equity
Investment Life Insurance Company, dated December 29,
2008
|
|
10.2
|
1996
Stock Option Plan, as amended
|