Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 11, 2014, the Board of Directors (the "Board") of The Phoenix
Companies, Inc. (the "Company") appointed Ernest McNeill Jr., age 50, to serve
as the Company's Senior Vice President and Chief Accounting Officer, effective
August 25, 2014. Mr. McNeill most recently served as Senior Vice President,
Corporate Accounting, for the financial services businesses of FMR LLC (Fidelity
Investments) from August 2010. Prior to that time, Mr. McNeill served in various
capacities from October 1997 to August 2010 for The Hartford Financial Services
Group, Inc., including serving as Senior Vice President, Corporate Finance and
Chief Accounting Officer for Hartford Life, Inc., and as Vice President and
Director for The Hartford Investment Management Company. Earlier in his career
he was Chief Financial Officer and Assistant Treasurer at the Office of the
State Treasurer of the State of Connecticut, Vice President and Controller at
Advest Bank and an Audit Manager at Coopers & Lybrand.
Mr. McNeill's annual base salary will be $325,000, and he is to receive a
sign-on bonus of $200,000, payable in two installments. The first installment of
$75,000 is payable on August 29, 2014, subject to recapture by the Company in
the event of voluntary termination by Mr. McNeill or termination for cause by
the Company, in each case prior to the first anniversary of his hire date. The
second installment of $125,000 will be paid on September 30, 2015. In order to
receive each installment, Mr. McNeill must be actively employed by the Company
on the payment date.
Mr. McNeill will be eligible to participate in the Company's Performance
Incentive Plan, Long Term Incentive Plan, and Executive Severance Plan. Mr.
McNeill will receive a change in control agreement in substantially the form of
the Company's Form of Change in Control Agreement for select officers designated
by the Compensation Committee of the Board.
There are no arrangements or understandings between Mr. McNeill and any other
persons pursuant to which he was appointed Senior Vice President and Chief
Accounting Officer. There are also no family relationships between Mr. McNeill
and any director or executive officer of the Company, and he has no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
On August 7, 2014, Mr. Douglas C. Miller resigned as Senior Vice President and
Chief Accounting Officer of the Company, effective August 25, 2014, to pursue
opportunities geographically closer to his home.
A copy of the press release issued by the Company, dated August 11, 2014,
announcing the appointment of Mr. McNeill as Senior Vice President and Chief
Accounting Officer is furnished as Exhibit 99.1 hereto and is incorporated
herein by reference.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Form 8-K contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. We intend for these
forward-looking statements to be covered by the safe harbor provisions of the
federal securities laws relating to forward-looking statements. These
forward-looking statements include statements relating to, or representing
management's beliefs about, future events, transactions, strategies, operations
and financial results, including, without limitation, our expectation to provide
information within anticipated timeframes and in accordance with the amended
administrative order entered by the SEC with respect to the Company and its
wholly owned subsidiary, PHL Variable Insurance Company ("PHL Variable"), and
otherwise in accordance with law, the outcome of litigation and claims as well
as regulatory examinations, investigations, proceedings and orders arising out
of the restatement and the failure by the Company and PHL Variable to file SEC
reports on a timely basis, potential penalties that may result from failure to
timely file statutory financial statements with state insurance regulators, and
the Company's ability to satisfy its requirements under, and maintain the
listing of its shares on, the NYSE. Such forward-looking statements often
contain words such as "will," "anticipate," "believe," "plan," "estimate,"
"expect," "intend," "is targeting," "may," "should" and other similar words or
expressions. Forward-looking statements are made based upon management's current
expectations and beliefs and are not guarantees of future performance. Our
ability to resume a timely filing schedule with respect to our SEC filings is
subject to a number of contingencies, including but not limited to, whether
existing systems and processes can be timely updated, supplemented or replaced,
and whether additional filings may be necessary in connection with the
restatement. Our actual business, financial condition or results of operations
may differ materially from those suggested by forward-looking statements as a
result of risks and uncertainties which include, among others, those risks and
uncertainties described in any of our other filings with the SEC. Certain other
factors which may impact our business, financial condition or results of
operations or which may cause actual results to differ from such forward-looking
statements are discussed or included in our periodic reports filed with the SEC
and are available on our website at www.phoenixwm.com under "Investor
Relations." You are urged to carefully consider all such factors. We do not
undertake or plan to update or revise forward-looking statements to reflect
actual results, changes in plans, assumptions, estimates or projections, or
other circumstances occurring after the date of this Form 8-K, even if such
results, changes or circumstances make it clear that any forward-looking
information will not be realized. If we make any future public statements or
disclosures which modify or impact any of the forward-looking statements
contained in or accompanying this Form 8-K, such statements or disclosures will
be deemed to modify or supersede such statements in this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
99.1. Press Release of The Phoenix Companies, Inc., dated August 11,