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) July 22, 2014
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 22, 2014, the Board of Directors of StanCorp Financial Group, Inc. (“StanCorp”), upon the recommendation of its Nominating & Corporate Governance Committee, appointed Ranjana B. Clark to the Board of Directors of StanCorp. Ms. Clark’s appointment is effective July 22, 2014 and she is expected to be assigned to committees in August 2014. Ms. Clark will receive compensation for her services in accordance with StanCorp’s non-employee director compensation program and upon her appointment, she was awarded a right to receive 1,279 shares of StanCorp’s common stock in May 2015.
A copy of the press release is attached hereto as Exhibit 99.1 and filed herewith.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| | 99.1 | | | StanCorp Financial Group, Inc. press release dated July 24, 2014 |
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.
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| | | | | | STANCORP FINANCIAL GROUP, INC. |
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| Dated: July 24, 2014 | | | | | | |
| | | |
| | | | | | /s/ Robert M. Erickson |
| | | | | | Robert M. Erickson |
| | | | | | Vice President, Controller and Treasurer |
EXHIBIT INDEX
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Exhibit No. | | Description |
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| * 99.1 | | StanCorp Financial Group, Inc. press release dated July 24, 2014 |
