EMPLOYERS® is a Reno, Nevada based specialty provider of workers compensation insurance focused on select small businesses engaged in low to medium hazard industries.
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As of February 5, 2012, the fifth anniversary of the effective date of the plan of conversion pursuant to which Employers Holdings, Inc. (the “Company”) converted from a mutual insurance holding company to a stock corporation, the provisions of Nevada Revised Statutes § 693A.500 and Article XI of the Amended and Restated Articles of Incorporation of the Company expire. These provisions generally provided that under Nevada law, until February 6, 2012, no person, other than the Company, any direct or indirect subsidiary of the Company and any employee compensation or benefit plan of the Company or any such direct or indirect subsidiary, could directly or indirectly offer to acquire or acquire in any manner the beneficial ownership of 5% or more of any class of voting security of the Company without the prior approval by the Commissioner of the Nevada Division of Insurance. The Company remains subject to the customary “acquisition of control” statutes in the states where it operates. The Company’s insurance subsidiaries are domiciled in Florida, California and Nevada. The insurance laws of these states generally require that any person seeking to acquire control of a domestic insurance company obtain the prior approval of the state’s insurance commissioner. In Florida,”control” is generally presumed to exist through the direct or indirect ownership of 5% or more of the voting securities of a domestic insurance company or of any entity, such as the Company, that controls a domestic insurance company. In California and Nevada, “control” is presumed to exist through the direct or indirect ownership of 10% or more of the voting securities of a domestic insurance company or of any entity, such as the Company, that controls a domestic insurance company. In addition, insurance laws in many states in which the Company is licensed require pre-notification to the state’s insurance commissioner of a change in control of a non-domestic insurance company licensed in those states. All of these approval and notification requirements continue to remain applicable to the direct or indirect acquisition of the Company’s common stock by any person and are not altered by the expiration of the above-described limitations.  |
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