UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
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DELPHI FINANCIAL GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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[DELPHI FINANCIAL LOGO]
April 19, 2006
Dear Shareholder:
We have previously mailed to stockholders a proxy statement and annual report in
connection with our upcoming 2006 Annual Meeting of Shareholders. In this
supplement, we are providing additional information regarding recent management
changes that have occurred at Delphi Financial Group, Inc. since such mailing,
as well as additional information relating to director independence. Your vote
at the 2006 Annual Meeting of Stockholders is important. We encourage you to
participate by voting your shares. We appreciate your continued support of the
Company.
Sincerely,
/s/ ROBERT ROSENKRANZ
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Robert Rosenkranz
Chairman of the Board
Delphi Financial Group, Inc.
1105 North Market Street, Suite 1230
Wilmington, Delaware 19889
2006 Proxy Statement Supplement Dated April 19, 2006
INTRODUCTION
The information set forth below reflects changes since Delphi Financial Group,
Inc. (the "Company") first mailed its definitive proxy statement on Schedule 14A
(the "2006 Proxy Statement") to shareholders on or about April 7, 2006. The
purpose of this Proxy Statement Supplement is to update and supplement the
disclosure contained in the 2006 Proxy Statement.
IMPORTANT ADDITIONAL INFORMATION
APPOINTMENT OF PRESIDENT AND CHIEF OPERATING OFFICER
On April 19, 2006, the Company announced the appointment of Mr. Donald A.
Sherman as President and Chief Operating Officer.
As described in the 2006 Proxy Statement, Mr. Sherman has been a director of the
Company since 2002. Since 2003, Mr. Sherman has served as the Class A Director.
As described in the 2006 Proxy Statement, the Board of Directors has unanimously
recommended Mr. Philip R. O'Connor for election as the Class A Director at the
2006 Annual Meeting of Stockholders. In light of his new role as President and
Chief Operating Officer of the Company, Mr. Sherman is now an inside director of
the Company, rather than a non-employee director.
ADDITIONAL DISCLOSURE REGARDING DIRECTOR INDEPENDENCE
Under the Company's director independence standards, a director is presumed to
be independent if (i) neither the director nor any immediate family member of
the director (a "family member") is currently employed or has been employed (as
an executive officer, in the case of a family member) by the Company during the
past three years; (ii) neither the director nor any family member has received
in any twelve-month period within the past three years more than $100,000 in
direct compensation from the Company, other than director and committee fees, or
in the case of a family member, compensation received for service as a
non-executive employee of the Company; (iii) neither the director nor any family
member (a) is a current partner (or, in the case of a director, an employee) of
a firm that is the Company's external or internal auditor, (b) within the last
three years was a partner or employee of such a firm and personally worked on
the Company's audit within that time, or, (c) in the case of a family member, is
a current employee of such a firm and participates in the Company's audit,
assurance or tax compliance (but not tax planning) practice; (iv) neither the
director nor any family member is currently employed or has been employed during
the past three years as an executive officer of another company where any of the
Company's present executives at the same time serves or served on that other
company's compensation committee; and (v) the director is not an executive
officer, and no immediate family member of the director is an employee, of a
company that during the past three full calendar years made payments to, or
received payments from, the Company for property or services in an amount which,
in any single fiscal year, exceeded the greater of $1 million or 2% of such
other company's consolidated gross revenues. In addition, under such standards,
a director is not deemed to have a material relationship with the Company that
impairs the director's independence as a result of (i) the director's or any
family member's being an executive officer, director or trustee of a foundation,
university or other charitable or not-for-profit organization to which the
Company or its charitable foundation makes contributions that did not exceed the
greater of $1 million or 2% of such organization's consolidated gross revenues
in any single fiscal year during the preceding three years; (ii) the director's
beneficial ownership of less than 5% of the outstanding equity interests of an
entity that has a business relationship with the Company; (iii) the director
being an officer or director of an entity that is indebted to the Company, or to
which the Company is indebted, where the total amount of the indebtedness was
less than 3% of the total consolidated assets of such entity as of the end of
the previous fiscal year; or (iv) the director's (or an entity of which such
director is an officer, employee or director) obtaining products or services
from the Company on terms generally available to customers of the Company for
such products or services. In making its independence determinations with
respect to Messrs. Brine, Fox, Hirsh, Litvack, Meehan, O'Connor and Wright, the
Board deter-
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mined that none of such directors had any relationship with the Company that
would be contrary to the provisions of the Company's director independence
standards or the listing standards of the NYSE.
SOLICITATION AND REVOCATION
The Company is in the process of soliciting proxies for the 2006 Annual Meeting
of Stockholders, and filed the 2006 Proxy Statement with the United States
Securities and Exchange Commission on April 7, 2006. The 2006 Proxy Statement
and other materials pertaining to the 2006 Annual Meeting were first mailed to
Company shareholders on or about April 7, 2006, and remain in full force and
effect as so mailed and as updated hereby.
If you have already voted and returned your proxy, and do not want to revoke
that proxy, no action is necessary. To revoke a proxy that has already been
voted, please contact the Investor Relations Department of the Company, 1105
North Market Street, Suite 1230, Wilmington, Delaware 19899. Alternatively, you
may attend the 2006 Annual Meeting of Stockholders on May 3, 2006, at 10:00 a.m.
Eastern Daylight Time, at the University Club, One West 54th Street, New York,
New York, and vote your shares by proxy or in person at the meeting.
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