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 23, 2024 |
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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 25, 2024, Erie Indemnity Company (the “Company”) issued a press release announcing financial results for the quarter ended March 31, 2024. 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 26, 2024 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, 2024.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company held its 99th Annual Meeting of Shareholders (the “Annual Meeting”) on April 23, 2024. 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. | 2,540 |
| Eugene C. Connell | 2,540 |
| Salvatore Correnti | 2,540 |
| LuAnn Datesh | 2,540 |
| Jonathan Hirt Hagen | 2,540 |
| Thomas B. Hagen | 2,540 |
| C. Scott Hartz | 2,540 |
| Brian A. Hudson, Sr. | 2,540 |
| George R. Lucore | 2,540 |
| Thomas W. Palmer | 2,540 |
| Elizabeth Hirt Vorsheck | 2,540 |
Shareholders were also asked to approve two compensation plan amendments. The First Amendment to the Company’s Equity Compensation Plan was unanimously approved by the 2,540 votes cast. The Company’s Amended and Restated Long Term Incentive Plan was also unanimously approved by the 2,540 votes cast.
Item 8.01 Other Events.
At its meeting on April 23, 2024, the Company's Board of Directors approved the following quarterly dividend on shares of Erie Indemnity Company Class A common stock:
Dividend Number: 376
Class A Rate Per Share: $1.275
Declaration Date: April 23, 2024
Ex-Dividend Date: July 8, 2024
Record Date: July 9, 2024
Payable Date: July 23, 2024
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 25, 2024 | | By: | | /s/ Julie M. Pelkowski |
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| | | | | Name: Julie M. Pelkowski |
| | | | | Title: Executive Vice President & CFO |
