Current Report Filing (8-k)

0001172052false00011720522019-10-302019-10-30

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

​

February 26, 2020

Date of Report (Date of earliest event reported)

​

SAFETY INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

​

​	​	​
Delaware	000-50070	13-4181699
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

​

20 Custom House Street, Boston, Massachusetts 02110

(Address of principal executive offices including zip code)

​

[phone]

(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:

​

☐ 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	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SAFT	The Nasdaq Stock Market, LLC

​

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. ☐

​

​

​

Item 2.02 Results of Operations and Financial Condition.

​

In a press release dated February 26, 2020, Safety Insurance Group, Inc. (the “Registrant”) announced its fourth quarter 2019 results. The Registrant’s press release dated February 26, 2020 is furnished herewith as Exhibit 99.1.

​

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

​

(c) As previously reported on December 2, 2019, Christopher T. Whitford, 37, was appointed the Company’s Vice President, Chief Financial Officer and Secretary, effective March 2, 2020. Mr. Whitford, a Certified Public Accountant, has held the Controller position with the Company since 2012 and began his career at PricewaterhouseCoopers in 2005. Mr. Whitford and the Company executed a one-year employment contract, to be renewed annually on approval from the Board of Directors, at an annual compensation of $275,000 with benefits comparable to other officers of the Company. The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the employment contract.

​

There are no family relationships between Mr. Whitford and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Additionally, there have been no transactions involving Mr. Whitford that would require disclosure under Item 404(a) of Regulation S-K.

​

​

Item 9.01 Financial Statements and Exhibits.

​

(d)  Exhibits. The following exhibit is furnished herewith:

​

Exhibit Number	Description
99.1	Text of press release issued by the Registrant dated February 26, 2020

​

104The cover page from this Current Report on form 8-K, formatted in Inline XBRL

​

​

​

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.

​	Safety Insurance Group, Inc. (Registrant)
​	​
Date: February 26, 2020	By:	/s/ WILLIAM J. BEGLEY, JR
​	​	William J. Begley, Jr.
​	​	V.P., Chief Financial Officer and Secretary

​

​