Current Report Filing (8-k)
10 November 2021 - 10:33PM
Edgar (US Regulatory)
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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
Date of Report (Date of earliest event reported): November 5,
2021
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
(Exact name of registrant as specified in its charter)
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Iowa |
001-31911 |
42-1447959 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
6000 Westown Parkway
West Des Moines, IA 50266
(Address of principal executive offices and 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:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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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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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common stock, par value $1 |
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AEL |
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New York Stock Exchange |
Depositary Shares, each representing a 1/1,000th interest in a
share of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock,
Series A |
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AELPRA |
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New York Stock Exchange |
Depositary Shares, each representing a 1/1,000th interest in a
share of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock,
Series B |
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AELPRB |
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New York Stock Exchange |
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
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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.
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Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On November 5, 2021, the American Equity Investment Life Holding
Company (the "Company") Board of Directors appointed Dewayne Lummus
Senior Vice President and Chief Accounting Officer, effective upon
his employment on November 30, 2021 and through the Company's next
annual shareholder meeting.
Mr. Lummus, 52, served as Managing Director and Corporate
Controller of Equitable Financial Life Insurance Company, a
financial services company, from 2019 until 2021. At Equitable, Mr.
Lummus oversaw all aspects of its accounting, financial reporting,
reinsurance accounting and administration, and finance systems
strategy. Mr. Lummus previously served as Chief Financial Officer,
Retail Financial Products, for Teachers Insurance and Annuity
Association of America, a financial services company, from 2015
through 2019. During this time, Mr. Lummus oversaw Teachers'
advice-centric, segment-focused brokerage, insurance, educational
savings and wealth management solutions.
Mr. Lummus’ initial annual salary rate will be $350,000. His
short-term incentive opportunity target will be 65% (and maximum
130%) of salary rate, with actual payments based on company and
individual goals. Mr. Lummus’ 2021 short-term incentive award will
be prorated and based on company performance. Mr. Lummus' long-term
incentive award during 2022 will be 65% of base salary rate, its
ultimate value subject to common stock price and applicable
performance goals. Mr. Lummus will also participate in other
compensation programs for Company executive officers and generally
applicable employee benefit programs.
The Company will pay Mr. Lummus a sign-on bonus, $162,500 of which
is payable upon start and a like amount payable six months later,
each repayable if Mr. Lummus voluntarily leaves the Company within
two years of payment. The Company will also grant Mr. Lummus
Restricted Stock Units with an initial grant value of $320,000 that
vest annually in thirds based on continued service, effective with
his start. The Company will pay Mr. Lummus $50,000 upon his
relocation to Des Moines, Iowa, within one year of joining the
Company, and will pay for moving his standard household items, each
repayable if Mr. Lummus leaves the Company within one year of
payment. The Company will make any applicable tax
withholding.
The Company’s current Chief Accounting Officer, Scott Samuelson,
will serve as Controller for the Company’s insurance and
reinsurance businesses, and related transactions, effective upon
Mr. Lummus joining the Company.
SIGNATURE
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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AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY |
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Date: November 10, 2021 |
By: |
/s/ Phyllis Zanghi |
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Phyllis Zanghi |
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Executive Vice President and Chief Legal Officer |
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