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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
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| Date of Report (Date of Earliest Event Reported): | April 25, 2023 |
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| ERIE INDEMNITY COMPANY | |
| (Exact name of registrant as specified in its charter) | |
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| Pennsylvania | | 0-24000 | | 25-0466020 | |
| (State or other jurisdiction | | (Commission | | (IRS Employer | |
| of incorporation) | | File Number) | | Identification No.) | |
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| 100 Erie Insurance Place, | Erie, | Pennsylvania | | 16530 | |
| (Address of principal executive offices) | | (Zip Code) | |
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| Registrant’s telephone number, including area code: | 814 | 870-2000 | |
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| 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:
☐ 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:
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| Class A common stock, | stated value $0.0292 per share | | ERIE | | NASDAQ Stock Market, LLC |
| (Title of each class) | | (Trading Symbol) | | (Name of each exchange on which registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On April 27, 2023, Erie Indemnity Company (the “Company”) issued a press release announcing financial results for the quarter ended March 31, 2023. Copies of the press release and financial information are attached hereto and are incorporated herein by reference as Exhibit 99.1 and Exhibit 99.2, respectively.
On April 28, 2023 at 10:00 a.m. the Company will provide a pre-recorded Webcast that is complementary to the press release announcing financial results for the quarter ended March 31, 2023.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company held its 98th Annual Meeting of Shareholders (the “Annual Meeting”) on April 25, 2023. On the record date for the Annual Meeting, the Company had 2,542 shares of Class B common stock outstanding, which had the exclusive right to vote on all matters presented for consideration at the meeting.
(b) At the Annual Meeting, shareholders of the Company re-elected all 11 incumbent directors to serve on the Company's Board of Directors for a one-year term. The names of the elected directors and voting results appear below. None of the shareholders who voted for the election of Directors withheld authority or abstained.
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| For |
| J. Ralph Borneman, Jr. | 2,539 |
| Eugene C. Connell | 2,539 |
| Salvatore Correnti | 2,539 |
| LuAnn Datesh | 2,539 |
| Jonathan Hirt Hagen | 2,539 |
| Thomas B. Hagen | 2,539 |
| C. Scott Hartz | 2,539 |
| Brian A. Hudson, Sr. | 2,539 |
| George R. Lucore | 2,539 |
| Thomas W. Palmer | 2,539 |
| Elizabeth Hirt Vorsheck | 2,539 |
In accordance with the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, shareholders were asked to (i) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s 2023 Information Statement, and (ii) select “every year,” “every two years,” “every three years” or “abstain” as the preferred frequency of future advisory votes on executive compensation. The compensation of the named executive officers was unanimously approved by the 2,539 votes cast, and a majority (2,509) of the voted shares selected “every three years” as the preferred frequency of future advisory votes on executive compensation, with 20 votes selecting “every year,” 10 votes selecting “every two years” and no abstentions.
Shareholders were also asked to approve the adoption of the Company’s Deferred Stock Plan for Outside Directors, as Amended and Restated (the “Plan”). The adoption of the Plan was approved by a majority (2,529) of the votes cast, with 10 abstentions.
Item 8.01 Other Events.
At its meeting on April 25, 2023, the Company's Board of Directors approved the following quarterly dividend on shares of Erie Indemnity Company Class A common stock:
Dividend Number: 372
Class A Rate Per Share: $1.19
Declaration Date: April 25, 2023
Ex-Dividend Date: July 5, 2023
Record Date: July 6, 2023
Payable Date: July 20, 2023
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press Release
Exhibit 99.2 Financial Information
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Exhibit Index
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| Exhibit No. | | Description |
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| 99.1 | | |
| 99.2 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | | Erie Indemnity Company |
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| April 27, 2023 | | By: | | /s/ Gregory J. Gutting |
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| | | | | Name: Gregory J. Gutting |
| | | | | Title: Executive Vice President & CFO |