Hub International Limited announced today that shareholders approved two key proxy items at the company's annual and special meeting.
Shareholders approved the re-election of all eight directors to the board and added a ninth director, Frank S. Wilkinson, an independent consultant. Wilkinson is former vice chairman of E.W. Blanch Holdings, Inc., a publicly-held corporation providing customized risk management solutions, and active on several not-for-profit boards. His election adds an additional independent director to Hub's board and will enable the company to fill its nominating and governance, audit and compensation committees solely with independent directors.
"The election of an additional independent director is an important step, but hardly the last step in our corporate governance initiatives," said Martin P. Hughes, Chairman and Chief Executive Officer. "We will be seeking additional independent directors and considering additional changes to our practices as the year continues and, of course, we will be in full compliance with all new governance rules as they take effect."
Shareholders also approved amendments to the company's Equity Incentive Plan, increasing the number of shares to be made available for awards under the Plan. Among other approvals, shareholders authorized a maximum aggregate issuance of 3,631,820 shares under the Plan--approximately 12% of outstanding shares at March 31, 2003--up from 2,100,000 shares previously authorized.
During 2002, members of senior management at Hub's brokerages agreed to accept options instead of 50% of the cash incentive payments they earn. The increase in the number of shares authorized under the Plan is designed to make such payments possible.
"It's important to emphasize that the additional options to be issued under the Equity Incentive Plan are not gifts or grants, but a replacement for the cash earned by these executives. It's also important to recognize that future options must also be earned through superior performance," Hughes noted. "We believe that the interests of management are best aligned with other shareholders when a substantial portion of their own net worth is in the form of Hub equity."
Headquartered in Chicago, IL, Hub International is a leading North American insurance brokerage that provides a broad array of property and casualty, life and health, employee benefits, investment and risk management products and services through offices located in the United States and Canada.
This press release may contain forward-looking statements which reflect our current views with respect to future events and financial performance. These forward-looking statements relate, among other things, to our plans and objectives for future operations and are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other factors include, but are not limited to, risks associated with implementing our business strategies, identifying and consummating acquisitions, integrating acquired brokerages, attaining greater market share, developing and implementing effective information technology systems, recruiting and retaining qualified employees, fluctuations in the premiums charged by insurance companies with corresponding fluctuations in our premium-based revenue, any loss of services of key executives, industry consolidation, increased competition in the industry, fluctuations in the demand for insurance products and the passage of new legislation subjecting our business to regulation in jurisdictions where we operate. We caution readers not to place undue reliance on these forward-looking statements which speak only as of the date of this press release. Additional information regarding these risks and other factors that could cause Hub International's actual results to differ materially from our expectations is contained in the company's filings with the Securities and Exchange Commission. Except as otherwise required by federal securities laws, Hub International undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.