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): February ~~December 22~~1, ~~2021~~2022

TRIPLE-S MANAGEMENT CORPORATION

(Exact Name of Registrant as Specified in Charter)


Puerto Rico	001-33865	66-0555678
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Registrant’s telephone number, including area code: 787-749-4949

1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920

(Address of Principal Executive Offices and Zip Code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

GTS

New York Stock Exchange (NYSE)

Item 52.0201. ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Assets.

~~(e)~~As Onpreviously ~~December 21~~announced, ~~2021~~Triple-S Management Corporation, a Puerto Rico corporation (“Triple-S”), ~~Management~~GuideWell Mutual Holding Corporation, a Florida not-for-profit mutual insurance holding company (~~the~~“GuideWell”), and GuideWell Merger, Inc., a Delaware corporation and a wholly owned subsidiary of GuideWell (“~~Company~~Merger Sub”), entered into an ~~employment~~Agreement ~~agreement~~and Plan of Merger (the “Merger Agreement”) ~~with~~on MrAugust 23, 2021. ~~Roberto García-Rodriguez~~Pursuant into ~~connection~~the ~~with~~terms ~~his~~of ~~employment~~the asMerger ~~President~~Agreement, ~~and~~on ~~Chief~~February ~~Executive~~1, ~~Officer~~2022, following the filing of a Certificate of Merger with the Secretary ~~Company.~~of ~~The~~State ~~Agreement~~of ~~applies~~the toCommonwealth ~~Mr.~~of ~~García-Rodriguez’s~~Puerto ~~employment~~Rico ~~from~~and ~~January~~a 1Certificate of Merger with the Secretary of the State of Delaware on January 31, 2022, toMerger ~~December~~Sub 31was merged with and into Triple-S, ~~2024~~the separate corporate existence of Merger Sub thereupon ceased and Triple-S continued as the surviving corporation (the “Merger”). As a result of the Merger, Triple-S is ~~not~~now ~~subject~~a towholly ~~automatic~~owned subsidiary of ~~extension~~GuideWell.

Pursuant to the ~~terms~~Merger ofAgreement, at the ~~Agreement~~effective ~~and~~time ~~commencing~~of onthe ~~January~~Merger (the 1,“Effective ~~2022~~Time”), ~~Mr.~~each ~~García-Rodriguez~~share ~~will~~of ~~receive~~Triple-S acommon ~~minimum~~stock, ~~base~~par ~~annual~~value ~~salary of~~ $~~825,000~~1.00 ~~The~~per ~~Board~~share ~~of Directors of the Company~~ (the “~~Board~~Triple-S Common Stock”) ~~may~~(other ~~increase~~than ~~Mr.~~(i) ~~García-Rodriguez~~treasury ~~base~~shares ~~annual~~of ~~salary~~Triple-S inCommon ~~subsequent~~Stock ~~years~~held ~~under~~by ~~the~~Triple-S ~~Agreement~~and ~~pursuant~~any toshares ~~the~~of ~~Board’s compensation policy. In addition, Mr. García~~Triple-~~Rodriguez~~S ~~will~~Common beStock ~~eligible~~beneficially toowned ~~receive~~by aGuideWell ~~performance~~or ~~bonus~~Merger ~~for each fiscal year~~Sub, which ~~will~~shares bewere ~~based~~automatically oncanceled ~~metrics established by the Board~~ and ~~computed~~retired ~~pursuant~~in to the ~~Board’s~~Merger ~~compensation~~for ~~policy.~~no ~~The~~consideration, ~~Board~~(ii) ~~may~~Triple-S RSAs ~~also~~(as ~~provide,~~defined ~~in its discretion~~below), ~~other~~which ~~types~~were oftreated ~~short~~in orthe ~~long-term incentive~~Merger ~~compensation~~as todescribed ~~Mr.~~below ~~García-Rodriguez.~~and ~~Under~~(iii) ~~the~~any ~~Company’s~~shares ~~compensation~~of ~~program, Mr. García~~Triple-~~Rodriguez~~S isCommon ~~also~~Stock ~~entitled~~with respect to ~~receive~~which andissenters’ ~~annual~~rights ~~non-performance~~have ~~based~~been ~~bonus~~exercised, ~~required~~which bywere ~~Puerto~~treated ~~Rico law and participate~~ in athe ~~401-K~~Merger ~~retirement~~as ~~savings plan,~~set ~~deferred~~forth ~~compensation~~in orthe ~~other~~Merger ~~plans~~Agreement), ~~and~~was ~~any~~automatically canceled ~~other~~and ~~benefits~~retired and ~~privileges~~converted oninto the ~~same~~right ~~basis as generally provided~~ to ~~other~~receive ~~executives of the Company~~$36.00 ~~Mr.~~in ~~García-Rodriguez~~cash, iswithout ~~also~~interest ~~entitled~~and toless ~~receive~~any ~~certain~~applicable ~~perquisites~~withholding ~~such as reimbursement~~taxes of(the ~~business~~“Merger ~~related expenses~~Consideration”).

IfIn asaddition, apursuant ~~result~~to ofthe aMerger ~~change~~Agreement and at the Effective Time, (i) each share of ~~control~~Triple-S Common Stock subject to vesting or forfeiture, whether granted pursuant to Triple-S stock plans or otherwise (each, a “Triple-S RSA”) that was outstanding as ~~defined~~of inthe date of the Merger Agreement) ofand immediately prior to the ~~Company~~Effective Time, ~~Mr.~~whether ~~García-Rodriguez~~or ~~resigns~~not ~~for~~vested, ~~good~~was ~~reason~~converted ~~(as~~into ~~defined~~the inright to receive the Merger Consideration, without interest and less any applicable ~~Agreement~~withholding taxes, (ii) each restricted stock unit subject to performance-based vesting criteria payable in, or whose value is ~~terminated~~determined with ~~without~~reference ~~cause~~to the value of, heshares ~~will~~of beTriple-S ~~entitled~~Common Stock, whether granted pursuant to ~~receive:~~the Triple-S stock plans or otherwise (ieach, a “Triple-S PSU”) that was outstanding as of the date of the Merger Agreement and immediately prior to the Effective Time, whether or not vested, was canceled and converted into the right to receive an amount in cash equal to ~~two times~~ the ~~sum~~product of (a) the ~~highest~~Merger Consideration ~~base~~and ~~annual~~(b) ~~salary~~the ~~paid~~number of shares of Triple-S Common Stock covered by each such award immediately prior to the ~~Company~~Effective Time, determined based on target performance, without interest and less any applicable withholding taxes, (iii) each restricted stock unit payable in, or whose value is determined with reference to ~~Mr.~~the ~~García~~value of, shares of Triple-~~Rodriguez~~S ~~during~~Common Stock, whether granted pursuant to the ~~three~~Triple-S stock ~~years~~plans ~~preceding~~or otherwise (each, a “Triple-S RSU”) that was outstanding as of the ~~change~~date of the Merger Agreement and immediately ~~control~~prior to the Effective Time, whether or not vested, was canceled and converted into the right to receive an amount in cash equal to the product of (a) the Merger Consideration and (b) the ~~average~~number ~~performance~~of ~~bonus~~shares ~~paid~~of Triple-S Common Stock covered by ~~the~~such ~~Company~~award as of immediately prior to ~~Mr.~~the ~~García~~Effective Time, without interest and less any applicable withholding taxes, and (iv) each award of Triple-~~Rodriguez~~S ~~for~~RSUs or Triple-S PSUs granted following the ~~preceding~~date ~~three~~of ~~years;~~the Merger Agreement and outstanding immediately prior to the Effective Time, whether or not vested, was canceled and converted into the right to receive an amount in cash equal to the product of (iia) ~~certain~~the ~~perquisites~~Merger Consideration and ~~fringe~~(b) ~~benefits~~the number of shares of Company Common Stock covered by such award as of immediately prior to the Effective Time (determined, in the ~~“Fringe~~case of ~~Benefits”~~Triple-S PSUs, based on target performance), payable on the date the award of Triple-S RSUs or Triple-S PSUs, respectively, would have otherwise vested pursuant to its vesting schedule, subject to the holder’s continuing employment as of each such vesting date or as otherwise provided in and pursuant to the terms and conditions of the award agreements for ~~twenty~~such Triple-~~four~~S ~~months~~RSUs and Triple-S PSUs, which terms and conditions were no more favorable than those with respect to awards granted prior to the date of the Merger Agreement.

IfThe ~~Mr.~~foregoing ~~García-Rodriguez’~~description ~~employment is terminated by the Company without cause, he will be entitled to receive: (i) a severance payment equal to the greater~~ of ~~(a) an amount equal to~~ the ~~base~~Merger ~~annual salary otherwise payable to him until the expiration of the~~ Agreement and ~~(b)~~ the ~~base~~transactions contemplated ~~annual~~thereby ~~salary~~is ~~for~~not ~~one~~complete ~~year;~~ and ~~(ii)~~is ~~the~~subject ~~continuation~~to ofand ~~the~~qualified ~~Fringe~~in ~~Benefits~~its ~~until~~entirety ~~the~~by ~~expiration~~reference ofto the ~~Agreement~~ orMerger ~~for~~Agreement, a ~~term~~copy of ~~one year, whichever~~ which is ~~longer.~~incorporated Ifby ~~the~~reference ~~Company~~hereto ~~does~~as ~~not~~Exhibit ~~renew Mr~~2.1 ~~García-Rodriguez’s employment after the expiration of the Agreement, Mr. García-Rodriguez will be entitled~~ to ~~receive~~this ~~(i)~~Current ~~his~~Report ~~base~~on ~~annual~~Form ~~salary for one year; and (ii) the Fringe Benefits for one year. In addition, upon the termination of employment, all of Mr. Garcia~~8-~~Rodriguez’ rights, equity and other awards under the 401-~~K ~~benefit plan~~ and the ~~Company’s~~terms ~~incentive~~of ~~plan~~which ~~will~~are ~~become~~incorporated ~~fully~~herein ~~and immediately~~by ~~vested and exercisable and shall be forthwith delivered to Mr~~reference. ~~García-Rodriguez.~~

MrItem 3.01. ~~García-Rodriguez~~Notice ~~has~~of ~~agreed~~Delisting ~~to maintain in strictest confidence and not to use in any way, publish, disclose~~ or ~~authorize~~Failure ~~anyone else~~ to ~~use~~Satisfy ~~in any~~a ~~way,~~Continued ~~publish~~Listing orRule ~~disclose any confidential information relating in any manner to the business~~ or ~~affairs~~Standard; ofTransfer ~~the Company and its affiliates. Mr. Garcia-Rodriguez and the Company will be subject to a reciprocal non-disparagement covenant following the termination~~ of ~~Mr. Garcia-Rodriguez employment with the Company.~~Listing

~~The~~In ~~description~~connection with the closing of the ~~Agreement~~Merger ison ~~qualified~~January in31, ~~its~~2022, ~~entirety~~Triple-S notified bythe ~~reference~~New toYork Stock Exchange (the ~~text~~“NYSE”) that the Merger had been completed, and requested that trading of Triple-S common stock on the ~~Agreement~~NYSE be suspended. In addition, ~~which~~an isapplication on Form 25 will be filed with ~~this~~the ~~Current~~Securities ~~Report~~and onExchange ~~Form~~Commission 8to remove Triple-KS’s common stock from listing on the NYSE and from registration under Section 12(b) of the Securities Exchange Act of 1934, as ~~Exhibit~~amended 10(the “Exchange Act”).1 Triple-S intends to file a certificate on Form 15 requesting that its reporting obligations under Sections 13 and ~~incorporated~~15(d) byof ~~reference~~the ~~into~~Exchange ~~this~~Act ~~Item~~be 5suspended.~~02.~~

~~(e)~~Item ~~On December 21, 2021, the Company entered into a Non-Compete and Non- Solicitation Agreement (the “Non-Compete Agreement”) with Mr~~3. ~~García-Rodriguez in connection with his employment as President and Chief Executive Officer of the Company~~03. ~~The~~Material ~~Non-Compete~~Modification ~~Agreement applies~~ to ~~Mr.~~Rights ~~García-Rodriguez during his Employment (as defined in the Non-Compete Agreement) and for a period~~ of ~~twelve~~ ~~months~~Security ~~following the termination of his employment with the Company.~~Holders

~~Pursuant~~The toinformation ~~the~~set ~~terms~~forth ~~of the Non-Compete Agreement, Mr. García-Rodriguez may not directly or indirectly Engage (as defined~~ in ~~the~~Items Non-Compete Agreement) in any Similar Business (as defined in the Non-Compete Agreement) services or activities where the Company is Engaged in Business (as defined in the Non-Compete Agreement) in Puerto Rico or any other country2.01 Inand ~~addition, Mr~~3. ~~García-Rodriguez~~01 ~~may~~are ~~not,~~incorporated for a period of twelve month following the termination of his employment with the Company, (i) induce or attempt to induce any employee of the Company or any of its affiliates or subsidiaries to leave the employ or servicesherein ofby the Company or in any way interfere with the relationship between the Company and the employee or (ii) hire any person who was an employee of the Company or any of its affiliates or subsidiaries at any time during the twelve-month period immediately prior to the date on which such hiring would take placereference. ~~Mr. Garcia-Rodriguez and the Company will be subject to a reciprocal non-disparagement covenant following the termination of Mr. Garcia-Rodriguez employment with the Company.~~

~~During~~Item ~~his Employment, and for twelve months following the termination of his employment for any reason, Mr~~5.01 ~~García-Rodriguez~~Changes ~~must, before accepting any employment with any person or entity engaged~~ in aControl ~~Similar Business, disclose to the Company the identity~~ of ~~such person or entity and provide a full description of the duties involved in such prospective employment.~~Registrant

The ~~description~~information ofset ~~the~~forth ~~Non-Compete Agreement is qualified~~ in ~~its~~Item ~~entirety~~2.01 ~~by reference to the text of the Non-Compete Agreement, which~~ is ~~filed with this Current Report on Form 8-K as Exhibit 10.2 and~~ incorporated herein by reference ~~into this Item 5~~.~~02.~~

Item 95.0102. ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits.~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~(d)~~In ~~Exhibits:~~connection with the closing of the Merger and pursuant to the terms of the Merger Agreement, all of the members of Triple-S’s Board of Directors were removed as of the Effective Time and replaced by the directors of Merger Sub immediately prior to the Effective Time.

10Item 8.101 –Other ~~Amended Employment Contract, dated December 21, 2021, by and between Triple-S Management and Roberto García Rodríguez~~Events.

~~10.2~~On –February ~~Non-Compete~~1, 2022, GuideWell issued a press release announcing the ~~and~~completion ~~Non-Solicitation~~of ~~Agreement,~~the ~~dated~~Merger. ~~December~~A ~~21,~~copy ~~2021,~~of bythe ~~and~~press ~~between~~release ~~Triple-S~~is ~~Management~~filed ~~and~~as ~~Roberto~~Exhibit ~~García~~99.1 ~~Rodríguez~~hereto.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed hereunto duly authorized~~Exhibits.

Date: December 23, 2021

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of August 23, 2021, by and among Triple-S Management Corporation, GuideWell Mutual Holding Corporation and GuideWell Merger, Inc.
99.1	Press Release dated February 1, 2022.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

~~TRIPLE-S MANAGEMENT CORPORATION By: /s/ Roberto García Rodríguez Name: Roberto García Rodríguez Title: President and Chief Executive Officer~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Triple-S, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 1, 2022

TRIPLE-S MANAGEMENT CORPORATION


By:	/s/ Roberto García Rodríguez
	Name:	Roberto García Rodríguez
	Title:	President and CEO

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of August 23, 2021, by and among Triple-S Management Corporation, GuideWell Mutual Holding Corporation and GuideWell Merger, Inc.*
99.1	Press Release dated February 1, 2022.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

* The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Triple-S agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

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