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Form 8-K National Interstate CORP For: Mar 03

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March 4, 2015 6:06 AM EST


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):
March 3, 2015
NATIONAL INTERSTATE CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
Ohio
 
000-51130
 
34-1607394
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
3250 Interstate Drive
Richfield, Ohio 44286-9000
(Address of principal executive offices including Zip Code)
(330) 659-8900
(Registrant’s telephone number, including area code)
(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))







ITEM 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2015, the Board of Directors of National Interstate Corporation (the “Company”) expanded the number of directors in Class II from four to five members and appointed Mr. I. John Cholnoky as a Class II director to fill the associated vacancy effective immediately. The Company’s press release announcing this expansion and Mr. Cholnoky’s appointment is filed as Exhibit 99.1 and incorporated by reference into this Current Report on Form 8-K. Mr. Cholnoky is an independent director and will be entitled to receive the same compensation from the Company as other independent directors of the Company, as described in the Company’s proxy statement. He does not have any related party transactions with the Company and was not appointed pursuant to an arrangement or understanding with another person. Mr. Cholnoky has not been appointed to serve on any committees.
Mr. Cholnoky, age 57, served as President of General Reinsurance Corporation ("General Reinsurance") from 2008 until his retirement in March 2014. General Reinsurance, a holding company for global reinsurance and related operations, is one of the largest reinsurers worldwide. Mr. Cholnoky joined General Reinsurance in 1981 and served in various marketing, underwriting, and management roles. The Company believes that Mr. Cholnoky’s extensive experience in the insurance industry provides him with the skills and expertise necessary to be an effective member of the Company's Board.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
Description
 
 
 
99.1
 
Press Release of National Interstate Corporation dated March 3, 2015

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.
 
 
 
National Interstate Corporation
 
 
By:
 
/s/ Arthur J. Gonzales
 
 
Arthur J. Gonzales
 
 
Vice President, General Counsel and Secretary
Date: March 3, 2015





National Interstate Corporation Announces Expansion of Board and New Director
Richfield, Ohio, March 3, 2015 - National Interstate Corporation (Nasdaq: NATL) announced that effective today, March 3, 2015, the Board expanded the number of directors in Class II from four to five members and appointed Mr. John Cholnoky as a Class II director to fill the associated vacancy. Mr. Cholnoky served as President of General Reinsurance Corporation (“General Reinsurance”) until his retirement in March 2014. Throughout his 33-year tenure at General Reinsurance, Mr. Cholnoky served in various marketing, underwriting, and management roles and held various officer level positions. The Company believes that Mr. Cholnoky’s extensive experience in the insurance industry provides him with the skills and expertise necessary to be an effective Director.

About National Interstate Corporation
National Interstate Corporation (Nasdaq: NATL), founded in 1989, is the holding company for a specialty property-casualty insurance group which offers products and services designed to meet the unique needs of niche markets. Products include insurance for passenger, truck, and moving and storage transportation companies, alternative risk transfer, or captive programs for commercial risks, specialty personal lines products focused primarily on recreational vehicle owners, and transportation and general commercial insurance in Hawaii and Alaska. The Company's insurance subsidiaries, including the three primary insurers, National Interstate Insurance Company, Vanliner Insurance Company and Triumphe Casualty Company, are rated "A" (Excellent) by A.M. Best Company. Headquartered in Richfield, Ohio, National Interstate is an independently operated subsidiary of Great American Insurance Company, a property-casualty subsidiary of American Financial Group, Inc. (NYSE:AFG) (Nasdaq:AFG)

Contact:
Gary Monda
National Interstate Corporation
877-837-0339
www.natl.com





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