Stancorp Financial (SFG) 8-K StanCorp Financial Group, Inc. Announces New Share Repurchase Program

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) May 16, 2011

STANCORP FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

State of Oregon	1-14925	93-1253576
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1100 SW Sixth Avenue, Portland, Oregon	97204
(Address of principal executive offices)	(Zip Code)

(971) 321-7000

(Registrant’s telephone number, including area code)

No Change

(Former name, former address and former fiscal year, 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))

Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders, held on May 16, 2011, the following matters were submitted to a vote: the election of four directors to serve for three-year terms expiring in 2014, the proposal to ratify the appointment of Deloitte & Touche LLP, as Independent Registered Public Accounting Firm for the current year, the proposal to approve the extension of the Shareholder Rights Plan, the non-binding proposal regarding compensation of the Named Executive Officers of StanCorp Financial Group, Inc. (“StanCorp”) and the non-binding proposal regarding frequency of voting on executive compensation. The results of the voting on these matters were as follows:

	Term Expiration		Votes For		Votes Against		Abstained		Broker Non-Votes
1. Election of Directors
Frederick W. Buckman		2014		32,008,155		373,580		33,005		—
J. Greg Ness		2014		32,038,327		333,520		42,893		—
Mary F. Sammons		2014		32,120,440		265,466		28,834		—
Ronald E. Timpe		2014		32,053,340		333,091		28,310		—
			Votes For		Votes Against		Abstained		Broker Non-Votes
2. Proposal to Ratify Appointment of IndependentRegistered Public Accounting Firm				34,175,316		409,583		16,973		—
			Votes For		Votes Against		Abstained		Broker Non-Votes
3. Proposal to Approve the Extension of the ShareholderRights Plan				16,368,737		16,011,221		34,783		2,187,131
			Votes For		Votes Against		Abstained		Broker Non-Votes
4. Non-binding Proposal Regarding Compensation of theCompany’s Named Executive Officers				31,852,553		500,088		62,099		2,187,132
	Votes For 1 Year		Votes For 2 Years		Votes For 3 Years		Abstained		Broker Non-Votes
5. Non-binding Proposal Regarding Frequency of Votingon Executive Compensation		24,863,594		1,751,622		5,750,074		49,450		2,187,132

Section 8 – Other Events

Item 8.01 Other Events.

On May 17, 2011, StanCorp issued a press release announcing that on May 16, 2011, its board of directors authorized an additional 3 million shares of StanCorp common stock to its current share repurchase program.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1    StanCorp Financial Group, Inc. press release dated May 17, 2011

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.

	STANCORP FINANCIAL GROUP, INC.
Dated: May 18, 2011
	/s/ Robert M. Erickson
	Robert M. Erickson
	Vice President and Controller

EXHIBIT INDEX

Exhibit No.	Description
* 99.1	StanCorp Financial Group, Inc. press release dated May 17, 2011

* Filed herewith