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): November 7, 2019 (November 6, 2019)
Assurant, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-31978 | 39-1126612 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
28 Liberty Street, 41st Floor
New York, New York 10005
(212) 859-7000
(Address, including zip code, and telephone number, including area code, of Registrant's Principal Executive Offices)
N/A
(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)) |
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, $0.01 Par Value | AIZ | New York Stock Exchange |
6.50% Series D Mandatory Convertible Preferred Stock, $1.00 Par Value | AIZP | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 6, 2019, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Assurant, Inc. (the “Company”) increased the number of directors constituting the Board from ten to twelve and appointed Paget Alves and Ognjen Redzic to the Board, effective immediately. These appointments are subject to customary regulatory approval. There are no arrangements or understandings between Messrs. Alves or Redzic and any other person pursuant to which Messrs. Alves or Redzic were selected as directors, and no related party transactions involving Messrs. Alves or Redzic are reportable under Item 404(a) of Regulation S-K.
As compensation for their service as directors, Messrs. Alves and Redzic will each receive an annual cash retainer in accordance with the terms and conditions of the Assurant, Inc. Amended and Restated Directors Compensation Plan, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 8, 2019 (the “Directors Compensation Plan”). Consistent with the terms of the Directors Compensation Plan, Messrs. Alves and Redzic will also each receive an initial equity grant, pursuant to the Assurant, Inc. 2017 Long Term Equity Incentive Plan, as amended on May 7, 2019, of restricted stock units with a grant date fair market value of $140,000. The terms and conditions of this grant will be governed by an agreement substantially in the form of the Assurant, Inc. Restricted Stock Unit Award Agreement for Time-Based Awards for Directors, attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, filed with the SEC on May 12, 2017.
In connection with Messrs. Alves’s and Redzic’s appointment, the Company issued a news release on November 7, 2019, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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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.
ASSURANT, INC. | |||
Date: November 7, 2019 | By: | /s/ Carey S. Roberts | |
Carey S. Roberts | |||
Executive Vice President, Chief Legal Officer and Secretary |
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